Panoramic Universal Ltd

Dear Shareholders,

Your Directors are pleased to present the Twentieth Annual Report of the Companytogether 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 issummarized below:

(Rupees in Lakhs)

OPERATIONS / PERFORMANCE

The Company has earned total revenue of Rs. 7,227.02 lacs compared to Rs. 4,814.29 lacsin 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 ITsegment 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 andKerala and the project at Goa is in development stage. The said projects will add to thetotal hotel room capacity, substantially adding to the hospitality income in the years tocome.

Issue of Bonus Shares

During the year, the Company has issued bonus shares in the ratio of five equity sharesfor every one existing equity share allotted as fully paid up. The bonus shares wereallotted on 23^rd June, 2010 to the members holding shares as on 22^ndJune 2010, being the record date by utilizing the General Reserves of the Company pursuantto the approval of the members of the Company through Postal Ballot on 10^thJune, 2010. After the allotment of bonus shares, the paid-up equity share capital of theCompany has increased to Rs. 38,87,25,000/- as at 31^st 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% ExportOriented 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 holidayperiod 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 STPIunit under STP Scheme with Software Technology Park of India (STPI) and for closing downits 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) bypaying Rs. 9,49,00,000/-to the shareholders of SVHL in accordance with the terms andconditions of Share Purchase and Escrow Agreements entered by the Company. Subsequent tothe said acquisition, the Company now holds 100% in the equity shares of Sri Vatsa HotelsLtd.

Sri Vatsa Hotels Ltd. owns a semi-finished structure to be converted into a 4-starhotel 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 hosttwo restaurants and a bar with a theme concept at the hotel premises. The construction atthe 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 2008are entitled to a fixed cumulative dividend of 7% per share. Accordingly, the Directorshave recommended, for the approval of members, a dividend of 35 Paisa per share involvinga 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 bonusissue, 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 dividendif 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 tofinancial year 2002-03 was transferred to the Investor Education and Protection Fund, asrequired by the Investor Education and Protection Fund (Awareness and Protection ofInvestors) 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 retireby rotation at the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment.

Ms. Viidyaa Moravekar was appointed as Managing Director of the company since 29thDecember 2004 and now her latest term of office ends on 30^th November 2011.However, due to her pre-occupation she is unable to look into the day to day affairs ofthe Company and hence expressed her intention not to seek re-appointment as ManagingDirector of the Company. She will continue as a Non-Executive Director of the Company andwill be liable to retire by rotation.

Mr. Arun Tari was appointed as Whole Time Director for a period of five yearscommencing 1st December 2006 and holds office upto 30th November 2011. The Board ofDirectors at its meeting held on 25th August 2011 have proposed to appoint Mr. Arun Tariand re-designate him as Managing Director of the Company with effect from 1st December2011 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 RegistrationNo. 111022W), Mumbai, who hold office upto the conclusion of the forthcoming AnnualGeneral 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 ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.

PARTICULARS OF EMPLOYEES

Information as required under Section 217(2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975, as amended, is provided in the CorporateGovernance Report forming part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 and based onthe representations received from the Management, the Board of Directors hereby confirmsthat:

i. in the preparation of the annual accounts for the year 2010-2011, the applicableAccounting Standards have been followed and there are no material departures;

ii. it has in the selection of the accounting policies, consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2011 and of the profit of the Company for the year ended on thatdate;

iii. it has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities to the best of itsknowledge and ability. There are, however, inherent limitations which should be recognisedwhile 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 withRule 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. Adequatemeasures have been taken to conserve energy and power consumption and running are closelymonitored on day to day basis resulting in optimum utilization of energy. For this purposethe 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 energysaving means is on the Company’s main Agenda. As far as possible, provisioning ofVRF/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 inthe Schedule to the aforesaid Rules as stated above as the Information Technology Industryand Hotel Industry forms part of the service industry and the Company does not have anymanufacturing operations.

c. Foreign Exchange Earnings and Outgo:

The details on foreign exchange earnings and outgo are furnished in the Notes onAccounts (Refer note no. 17 of Schedule 23).

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance forms part of the Annual Report. A certificate fromthe Auditors of the Company attached to this Report confirms the compliance with theconditions of Corporate Governance by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis of the financial conditionsand the results of operations of the Company for the year under review is annexed to thisReport.

SUBSIDIARIES

As on 31st March, 2011 the Company has a total of ten subsidiaries- Four Indiansubsidiaries and Six Foreign subsidiaries. The list of these subsidiary companies isprovided as Annexure "A" to this report

In terms of Section 212 of the Companies Act, 1956, the Company is required to attachthe Directors’ Report, Balance Sheet and Profit and Loss Account of its subsidiariesto its Annual Report. The Ministry of Corporate Affairs (MCA), Government of India videits circular no.2/ 2011 dated 8th February, 2011 has provided a general exemption tocompanies from complying with Section 212, provided such companies publish the auditedconsolidated financial statements in the Annual Report.

The Board of Directors at their meeting held on 25th August 2011 have decided to complywith the provisions of the aforesaid circular and accordingly, this Annual Report does notcontain the financial statements of the subsidiaries. In terms of the said circular of theMCA, a summary of financial information of each of the subsidiary companies for thefinancial year ended 31^st March, 2011 is provided in the Annual Report. TheCompany will make available the annual audited accounts and related information of thesubsidiaries upon request by any member of the Company. These documents will be availablefor inspection during business hours at the registered office of the Company and itssubsidiaries. The same will also be available on the Company’s websitewww.panoramicuniversal.com.

ACKNOWLEDGMENTS

The Directors take this opportunity to thank the investors, customers, suppliers,bankers, business partners/ associates, financial institutions and government authoritiesfor their consistent support and encouragement to the Company. The Directors place onrecord sincere appreciation of the contribution, hard work and commitment made by theemployees at all levels.

Annexure "A"

Statement pursuant to general exemption from complying with section 212 (8) of theCompanies Act, 1956 granted by the Ministry of Corporate Affairs vide its Circular No.2/2011 dated 8th February 2011, relating to Subsidiary companies for the year ended 31stMarch, 2011

(Amt. in Rs.)