Panoramic Universal Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the Twenty Sixth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2017.

1) FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS AND STATE OF AFFAIRS

The standalone performance of the Company for the financial year ended 31st March, 2017 is summarized as below:

Particulars 2016-17 2015-16
Turnover 3475.34 3242.82
Other Income 252.61 1904.61
Total Revenue 3727.95 5147.43
Profit Before Depreciation, Interest & Taxes 1853.80 2955.10
Less: Depreciation 476.52 517.99
Less: Interest 946.16 755.74
Profit Before Tax 431.12 1681.39
Less: Provision for Tax 87.28 387.35
Profit After Tax 343.84 1294.04
Profit brought forward from last year 10383.19 9089.15
Amount available for appropriation 10727.03 10383.19
Appropriations
General Reserve - -
Proposed Dividend on Equity Shares - -
Proposed Dividend on Redeemable Preference Shares - -
Tax on Dividend - -
Adjustment for earlier year for tax (net) 99.66 -
Balance Carried to Balance sheet 10627.37 10383.19
Basic EPS (Rs.) 0.44 1.66

Review of results and Companys affairs

The Company operates into two segments i.e. Hospitality and IT. The Companys total revenue from Hospitality and other ancillary business activities has risen to Rs. 3,294.23 Lakhs from Rs. 3,029.48 Lakhs in previous year i.e. growth of 8.74% on a standalone basis. The revenue from above segment has risen to Rs. 12,262.76 Lakhs from Rs. 12,025.87 Lakhs in previous year i.e. growth of 1.97% on a consolidated basis.

As far as IT segment is concerned, the revenue from IT business has decreased from Rs. 213.34 Lakhs to

Rs. 181.11 Lakhs vis-a-vis previous year. The revenue from above segment has decreased to Rs. 181.11 Lakhs from Rs. 213.34 Lakhs in the previous year on consolidated basis.

2) CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year.

3) DIVIDEND

In view of conservation of resources, the Board of the Company this year has decided not to declare preference as well as equity dividend. Trust, our shareholders will stand by us in this decision which is for the betterment of the Company in the long run.

4) TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve, due to decrease in profit during the year.

5) BOARD MEETINGS

The Board of Directors met 4 times during the year on 26th May, 2016, 10th August, 2016, 14th November, 2016 and 141" February, 2017. The numbers of Board Meetings held during the year 2016-17 were in compliance with the provisions of Companies Act, 2013 and Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6) DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) Change in KMP:

Mr. Chetan Parmar was appointed as Company Secretary and Compliance officer at the Board Meeting held on 101" August, 2016 in place of Mr. Sanjive Arora who was resigned w.e.f. 4th May, 2016 and Mr. Sachin Deshpande was appointed as Chief Financial Officer w.e.f. 141" February 2017 in place of Mr. Pravin Chavan, who was resigned w.e.f. 30th September, 2016.

b) Cessation

Mr. Vilas Mitbawkar (DIN: 00056436) and Mr. Dilip Mulay (DIN: 00868470) Independent Directors resigned from the Board of Directors w.e.f. 19th August, 2016 and w.e.f. 28th November, 2016 respectively.

Mr. Sudhir Moravekar (DIN: 00399938), Non-Executive Director (Chairman) ceased to be Director of the Company due to sad demise on 22nd July, 2017.

The Board places on record its appreciation of the services rendered by these Directors to the Company during their respective tenures.

c) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013, Ms. Viidyaa Moravekar (DIN: 00177736) and Mr. Dnyanaraj Moravekar (DIN: 02829180) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers themselves for reappointment. The approval of the shareholders for their re-appointment as Directors has been sought in the Notice convening theAGM of your Company.

d) Appointments:

In accordance with the provisions of Sections 149, 150, 152, 160 and other applicable provisions, if any, of Companies Act, 2013, Ms. Soniya Gupte (DIN: 07656329), was appointed as an Additional Director designated as an Independent Director of the Company w.e.f. 14"1 November, 2016 and she shall hold office up to the date of ensuing Annual General Meeting. The Company has received notice in writing from a member proposing her candidature pursuant to section 160 of the Companies Act, 2013, for the office of Director. Your Board recommends the appointment of Ms. Soniya Gupte as an Independent Director for a term of 5 years with effect from 14th November, 2016 to 13th November, 2021, not liable to retire by rotation.

In accordance with the provisions of Sections 149, 150, 152, 160 and other applicable provisions, if any, of Companies Act, 2013, Mr. Nilesh Pradhan (DIN: 07699875), was appointed as an Additional Director designated as Independent Director of the Company w.e.f. 14th February, 2017 and he shall hold office up to the date of ensuing Annual General Meeting. The Company has received notice in writing from a member proposing his candidature pursuant to section 160 of the Companies Act, 2013, for the office of Director. Your Board recommends the appointment of Mr. Nilesh Pradhan as an Independent Director for a term of 5 years with effect from 14"1 February, 2017 to 13th February, 2022, not liable to retire by rotation.

e) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (7) of Section 149

of the Companies Act, 2013 and under Regulation 16 (1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

f) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation (4) (2) (f) (ii) (9) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the performance of the directors individually as well as the evaluation of the members of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The evaluation has been carried out as per the policy formulated by Nomination and Remuneration Committee.

7) AUDIT COMMITTEE

Pursuant to Section 177(8) of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board has re-constituted the Audit Committee on account of resignation of Mr. Vilas Mitbawkar and Mr. Dilip Mulay, Directors and members of Audit Committee. The Audit Committee comprised of Ms. Soniya Gupte as the Chairperson and Mr. Ramachandran Ramakrishnan, Ms. Hemlata Sawant and Mr. Nilesh Pradhan as its other members. The details of the Committee are mentioned in the Corporate Governance Report.

8) NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board has reconstituted the Nomination and Remuneration Committee on account of resignation of Mr. Vilas Mitbawkar and Mr. Dilip Mulay, Directors and Members of Nomination and Remuneration Committee. The Nomination and Remuneration Committee comprises of Ms. Soniya Gupte as the Chairperson and Mr. Rajendra Gawde, Ms. Hemlata Sawant and Mr. Nilesh Pradhan as its other members. The policy formulated by the Nomination and Remuneration Committee for Remuneration of Directors, KMPs and other employees and also criteria determining their qualifications, positive attributes, independence, etc. is annexed herewith as "Annexure A" and also on the website of the Company. The details of the Committee are mentioned in the Corporate Governance Report.

9) STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and the Rules made thereunder as may be amended from time to time, your Board had reconstituted the Stakeholders Relationship Committee on account of resignation of Mr. Dilip S. Mulay, Director and Member of Stakeholders Relationship Committee. The Stakeholders Relationship Committee comprises of Ms. Soniya Gupte as the Chairperson and Mr. Rajendra Gawde, Mr. Siddhartha Moravekar and Ms. Hemlata Sawant as its other members. The details of the Committee are mentioned in the Corporate Governance Report.

10) VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy (WB) to deal with instance of fraud and mismanagement, if any. The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The WB Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Audit Committee of the Board is entrusted to monitor the implementation of WB policy. The details of such mechanism are also posted on the website of the Company.

11) INTERNAL COMPLAINTS COMMITTEE

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any sexual harassment complaint during the year.

12) DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the

financial year and of the profit of the Company for the year under review;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13) EXTRACT OF ANNUAL RETURN

The extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed herewith as "Annexure B" to this Report.

14) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

15) STATUTORY AUDITORS

M/s. H. H. Topiwala & Co. Chartered Accountants (Firm Regn. No. 111022W), the Statutory Auditors of the Company, hold office till the conclusion of the 26th AGM of the Company. The Board has recommended the appointment of M/s. B. M. Randeria & Co., Chartered Accountants (Firm Regn. 122281W), as the Statutory Auditors of the Company in their place, for a term of five consecutive years, from the conclusion of this AGM till the conclusion of the 31stAGM of the Company (subject to ratification of their appointment at every AGM, if required undertheAct), forapproval of the Members.

The report of the Statutory Auditors along with the Notes to Schedules is enclosed to this report and contains an Unmodified Opinion.

16) SECRETARIAL AUDIT

Your Company appointed M/s. MMJC & Associates LLR, a firm of Company Secretaries

in Practice to undertake the Secretarial Audit of the Company as per provisions under Section 204(1) of the Companies Act, 2013 and other laws as applicable for the financial year 2016- 17. The Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure C". The report of Secretarial Auditor forming part of this Annual Report do not contain any qualification, reservation or adverse remarks.

17) INTERNAL AUDITOR

M/s. JCSC & Associates, Chartered Accountants were appointed as Internal Auditors of the Company during the year. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and reports the same to the Audit Committee at quarterly intervals.

18) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

Our efforts on a regular basis reflect our commitment towards reducing consumption and cost of energy. In the recent past the Company had implemented use of energy efficient Air Conditioning (AC) system at its Hotel / Resort. Further, use of LED lights has helped in saving energy consumption. Adequate measures have been taken to conserve energy and power consumption and usage is closely monitored on daily basis resulting in optimum utilization of energy.

b) Technology Absorption

Since the Company is in the business of IT and Hospitality related sector which forms part of the service industry and hence not required to undertake any technology absorption measures.

c) Foreign Exchange Earnings and Outgo

The details on foreign exchange earnings and outgo are furnished in the Note Nos. 36 and 37 of Standalone Accounts.

19) CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company as per the applicable accounting standards and the audited Consolidated Financial Statements together with Auditors Report form part of the Annual Report.

20) DETAILS OF THE SUBSIDIARIES / ASSOCIATES AND THEIR FINANCIAL PERFORMANCE

The Company has total thirteen subsidiaries

(Four Indian subsidiaries and Nine Foreign subsidiaries) and one Associate Company.

During the year Sai Motel Limited, a Wholly Owned Subsidiary (WOS) of the Company in New Zealand had sold its entire asset namely "Sai Motels" in Auckland and there were no operational activities in the company. The Sai Motel Limited had filed with the concerned authority for Voluntary De-registration and was approved on 23rd November, 2016. Thereby the Sai Motel Limited was ceased to be WOS of the Companyw.e.f. 23rd November, 2016.

Pursuant to section 136 of the Companies Act, 2013, the Company will provide the financial statements and related information of the subsidiary companies upon request by any member of the Company. The financial statements of the subsidiary companies are available on the website of the Company www.panoramicuniversal.com. These documents are also available for inspection during business hours at the registered office of the Company and of its subsidiaries.

The brief information about the subsidiaries / associates and their financial performance is annexed herewith as "Annexure D".

21) DEPOSITS

Your Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

22) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIALSTATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and reports the same on quarterly basis to Audit Committee. Based on the report of internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board forfurtheractions.

23) PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES GIVEN OR SECURITY PROVIDED

The details of loans and guarantees given / provided and investments made during the year are given in the notes to the Financial Statements.

24) RISK MANAGEMENT

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. In order to overcome the same, the Board of the Company has already formulated and adopted the Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management.

25) CORPORATE SOCIAL RESPONSIBILTY POLICY (CSR)

Based on the recommendation of the CSR Committee, the Board has adopted the CSR Policy for implementing CSR activities. The Annual Report on the CSR activities is provided as "Annexure-E" to this Report. The detailed CSR policy of the Company is available on the web link http://www.panoramicuniversal.com/pdf/Corporate- Social-Responsibility-Policy.pdf

26) RELATED PARTYTRANSACTIONS

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) is annexed herewith as "Annexure F" in Form AOC- 2 as per Rule 8(2) of the Companies (Accounts) Rule, 2014.

27) MANAGERIAL REMUNERATION AND OTHER DETAILS

The disclosures of information under Rule 5(l) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as"Annexure G" to this Report.

28) MANAGEMENT DISCUSSION AND ANALYSIS

Adetailed 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 and forms part of the Annual Report.

29) CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under SEBI (Listing Obligations and Disclosure Requirements) 2015, the report on Corporate Governance as well as the Auditors certificate on the compliance of Corporate Governance are annexed and form part of the Annual Report.

30) ACKNOWLEDGEMENT

We sincerely thank all our investors, stakeholders, customers, suppliers, bankers, business partners/ associates 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 Companys growth and progress.

For and on behalf of the Board Panoramic Universal Ltd.

Sd /-

Ramachandran Ramakrishnan

Managing Director (DIN:03510460)

Mumbai, 10th August, 2017 Sd /-

Siddhartha Sudhir Moravekar

Director

(DIN:00022863)

Mumbai, 10th August, 2017

Annexure -A

NOMINATION AND REMUNERATION POLICY

1. Objective and purpose of the Policy:

To identify persons who are qualified to become directors, key managerial personnel and senior management personnel in accordance with the criteria laid down and recommend to the Board their appointment, remuneration and removal and also to carry out performance evaluation of every director.

2. Definitions:

a) ‘Act means Companies Act, 2013 (including any modification, re-enactment or amendment from time to time)

b) ‘Board1 means Board of Directors of the Company.

c) ‘Director1 means Director of the Company.

d) ‘Committee1 means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board from time to time.

e) ‘Company* means Panoramic Universal Limited.

f) ‘Independent Director means a director referred to in Section 149(6) of the Act.

g) ‘Key Managerial Personnel* (KMP) means a person as defined under section 2(51) of the Act and Rules as may be prescribed from time to time.

h) ‘Listing Agreement* means listing agreement entered with the Stock Exchange(s) as may be amended from time to time.

i) ‘Senior Management Personnel* means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the Board, including the functional heads.

j) ‘Rules means Rules framed under the Companies Act, 2013 (including any modification, re-enactment or amendment from time to time)

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

3. Applicability and Scope:

a) This Policy is applicable to all Directors, Key Managerial Personnel, Senior Management Personnel and to a certain extent to other employees of the Company.

b) This Policy lays down the criteria (Annexed as Annexure I) for appointment, removal of Directors, KMPs and Senior Management Personnel, other employees, their remuneration and performance evaluation of all Directors.

c) This Policy shall be applicable to the extent it is not in conflict with any provisions, rules, regulations of the Companies Act, 2013 and other applicable laws, if any.

d) This policy shall be included in the Boards Report and Annual Report of the Company as per the statutory requirement.

4. Functions of Committee:

a) To identify persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal and to carry out evaluation of every directors performance, in accordance with the criteria laid down as per Annexure i of this policy.

b) To formulate the criteriafor determining qualifications, positive attributes and independence of a director.

c) To recommend and determine the remuneration for the directors, key managerial personnel and senior management personnel based on the Companys size and financial position and trends and practices prevailing in the companies operating in the similar sector / industry, in accordance with the criteria laid down as per Annexure I of this policy.

d) To recommend necessary modification /amendment / alteration in this policy to the Board from time to time.

e) To oversee succession planning for the Board and Senior Management.

5. Terms of Reference:

The Committee, while formulating / modifying this policy shall consider thefollowing

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

d) Plans are in place for orderly succession for appointments to the Board and to senior management.

Annexure I

Criteria for appointment, removal of Directors, KMPs and Senior Management Personnel, other Employees, their remuneration and performance evaluation of all Directors

1. Appointment criteria and qualifications:

1.1. Non-Independent Director, KMP and Senior Management Personnel

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Non-Independent Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

1.2. Independent Director

a) The Committee shall ascertain the qualification, positive attributes and independence of the person for appointment as Independent Director.

b) Independent Directors shall be appointed for their professional expertise in their individual capacity as independent professionals.

c) An Independent Director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration research, corporate governance, technical operation, or other disciplines related to the Companys business.

d) The Committee shall consider the criteria mentioned in section 149(6) of the Companies Act, 2013 and Clause 49(II)(B) of the listing agreement as may be amended from time to time, for determining the Independence of Independent Directors.

1.3. General

a) A person considered for appointment should possess adequate qualification, expertise and experience for the position he / she is considered for appointment.

b) The Committee shall have discretion to decide whether qualification, expertise and experience possessed byaperson is sufficient/satisfactory for the concerned position.

2. Term and Tenure:

2.1. The Managing Director/Whole-time Director/ Executive Director may be appointed for a term not exceeding five years at a time. The re-appointment of their term shall not be made earlier than one year before the expiry of term.

2.2. Independent Directors may be appointed for a term not exceeding five years and may not be re-appointed for more than 2 consecutive terms. The Independent Directors who has completed 2 consecutive terms may be considered for re-appointment after the cooling off period of three years.

2.3. Other Directors, KMPs and Senior Management Personnel may be appointed for such term as the Board may deem fit from time to time.

3. Performance Evaluation:

3.1. The Committee should consider thefollowing criteria while evaluating the performance of the Directors:

i. Howwell prepared and informed are they, for board meetingsRs.

ii. Are they attending the meetings regularlyRs.

iii. How much effort and time do they put in to understand the company and its businessRs.

iv. What has been their contribution to development of strategy and to risk managementRs.

v. Howvaluable has been their output at the board meetingsRs.

vi. What has been their contribution to the business of the CompanyRs.

vii. In case of Non-independent Directors, what has been the progress and growth of the Company year on year under their managementRs.

viii. How successfully have they brought their knowledge and experience to bear in the consideration of strategyRs.

ix. How effectively they putforward their viewsRs.

x. In case of Non-independent Directors, are they performing their duties and responsibilities properly and promptlyRs.

xi. How effectively they putforward their viewsRs.

xii. How effectively and proactively have they followed up their areas of concernRs.

xiii. How effective are their relationships with fellow board membersRs.

xiv. How actively and successfully do they refresh their knowledge and skills and are they up to dateRs.

xv. Whether the purpose for which they were appointed have been served or notRs.

xvi. Do they look into the veracity of facts of the minutesRs.

xvii. Do they actively participate in the meetingsRs.

3.2. Apart from the criteria stated in paragraph 3.1, the Committee may also consider such other criteria as it deem fit from time to time for performance evaluation of Directors.

3.3. The Committee shall evaluate the performance of directors before considering their re-appointment and shall accordingly recommend the Board for their re-appointment.

3.4. The Director whose performance is subject to evaluation and discussion at a particular Committee / Board meeting shall not participate in such meeting.

3.5. The Committee may also evaluate the performance by way of rating as satisfactory / non-satisfactory benchmark.

3.6. The Committee shall take holistic view and must consider all the necessary factors for performance evaluation of Directors and accordingly arrive at the conclusion.

4. Removal / Vacation of office:

4.1. The Committee shall be taking utmost care and diligence while recommending the appointment of Directors, KMPs and Senior Management personnel, however due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

4.2. The Committee at its discretion may also recommend to the Board for removal of Director, KMPs and Senior Management personnel due to misconduct, unsatisfactory performance and for such other reasons as the com m ittee deems fit.

4.3. The Director, KMPs and Senior Management personnel, unless re-appointed, shall vacate their office on retirement / expiry of their term as per the terms and conditions of their appointment / employment and the applicable provisions, rules and regulations of the Companies Act, 2013 and other applicable laws.

5. Remuneration and Compensation:

5.1. The remuneration/compensation/commission etc. to the Whole-time / Executive / Managing Director, other KMPs and Senior Management Personnel shall be determined by the Committee after considering their experience, expertise, qualification and other necessary details and recommend to the Board for approval.

5.2. The remuneration / compensation / commission etc. may also be paid to Non-executive / Independent Directors.

5.3. The remuneration / compensation of other employees shall be governed by the internal policies of the Company.

5.4. The remuneration / compensation of other employees may vary for different grades and may be determined by the industry pattern, qualification & experience / merits, performance of each employee from time to time.

5.5. The remuneration / compensation / commission etc. of all the Directors, KMPs, Senior Management Personnel and other employees shall be subject to the compliance of the applicable provisions, rules and regulations of the Companies Act, 2013; Articles of Association of the Company; Internal policies of the Company or other applicable laws, if any.

5.6. The Committee shall determine their remuneration / compensation / commission etc. keeping in view the following parameters:

i. the industry benchmark,

ii. the relative performance of the Company to the industry performance and review of remuneration packages of managerial personnel of other organizations.

iii. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

iv. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

v. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

5.7. The remuneration / compensation / commission etc. shall be paid as per the terms and conditions of their appointment/employment.

5.8. The Directors may be paid sitting fees for attending meetings of Board or Committee thereof as may be recommended by the Committee and approved by the Board from time to time.

5.9. The Committee may have discretion to consider any other factor deemed necessary in determining the remuneration / compensation / commission etc. of all the Directors, KMPs, Senior Management Personnel and other employees.

5.10. The Directors, KMPs, Senior Management Personnel and other employees may be granted stock options under the Employees Stock Options Scheme of the Company subject to the compliance of the applicable laws.

5.11. The Independent Directors shall not be entitled to any stock option of the Company.

5.12. The main objective of the remuneration policy is to motivate each and every employee and to stimulate excellence in their performance, recognize merits / achievements in order to retain the talent in the Company and to have long term employer-employee relationship.

Annexure - D Form No. AOC-1

Statement containing salient features of the Financial Statement of Subsidiaries / Associate Company as per the Companies Act, 2013 for the Financials Year 2016-17 (Rs. in lakhs)

Sr. No Name of the Subsidiary Subsidiary / Associate Reporting Currency Exchange Rate Share Capital Reserves A Surplus Total Assets Total Liabilities Investments* Turnover Taxation Profit Before Taxation Provision for Taxation Profit After Taxation Proposed Dividend %of Share holder
1 Panoramic Ace Properties Inc. (USA) Subsidiary USD 64.75 7,614.22 2,675.03 12,439.82 2,150.56 _ 794.58 -616.07 _ -616.07 _ 100.00
2 Sai Properties Inc. (USA) Subsidiary USD 64.75 356.08 2,519.64 4,223.85 1,348.13 - 890.20 -89.75 0.00 -89.75 - 100.00
3 Sai Living Hudson Inc. (USA) Subsidiary USD 64.75 1,453.80 -53.54 3,424.07 1,169.33 - 2,166.44 -518.92 - -518.92 - 100.00
4 Georgian Motel Corp. (USA) Subsidiary USD 64.75 1,389.05 2,246.67 6,874.03 2,013.18 - 2,511.56 16.46 - 16.46 - 100.00
5 Travel Universe Inc. (USA) Subsidiary USD 64.75 498.55 -130.32 476.68 28.80 - 116.99 -35.03 - -35.03 - 100.00
6 Seaview Homes Co., Ltd (Thailand) Subsidiary THB 17.62 187.63 -1,106.23 1,773.72 2,692.33 - 90.61 -261.69 - -261.69 - 49.00
7 F M Patong Development Co. Ltd. (Thailand) Subsidiary THB 17.62 18.76 7.19 26.85 0.90 - 13.59 5.01 - 5.01 - 95.00
8 PanoramicSingapore Hospitality PTE. Ltd. (Singapore) Subsidiary SGD 46.40 178.90 -168.06 19.29 8.46 - 105.91 -8.37 - -8.37 - 100.00
9 Panoramic Holidays DMCC (Dubai, UAE) Subsidiary AED 1.88 1,354.43 -51.29 1,347.83 44.69 - 96.57 6.79 - 6.79 - 100.00
10 Panoramic Holidays Ltd. (India) Subsidiary INR NA 5.00 -9.188.09 5,538.76 14,721.85 - 2,314.89 -617.04 - -617.04 - 100.00
11 Indo Pacific Hotels Ltd. (India) Subsidiary INR NA 5.00 -20.45 4,298.44 4,313.88 0.13 0.09 -0.18 - -0.18 - 100.00
12 Sri Vatsa Hotels Ltd. (India) Subsidiary INR NA 800.00 -549.71 4,124.66 3,874.37 - 395.63 -69.95 - -69.95 - 100.00
13 Panoramic Tour & Travels Ltd. (India) Subsidiary INR NA 25.00 -110.40 580.81 666.21 - 1,553.01 -188.85 2.21 -191.06 - 100.00
14 Panoramic Investment Advisors Pvt. Ltd. (India) Associate INR NA 1.00 -0.85 2.33 0.08 - - -0.04 - -0.04 - 24.00

‘Investments exclude investment in subsidiaries / associates.

For H.H. Topiwala & Co. For and on behalf of the Board
Chartered Accountants Panoarmic Universal Limited
Firm Registration No. 111222W
Sd/- Sd/- Sd/-
H.H. Topiwala Ramachandran Ramakrishnan Siddhartha Sudhir Moravekar
Proprietor Managing Director Director
Membership No. 38660 (DIN: 03510460) (DIN: 00022863)
Mumbai, 10th August, 2017

Annexure - F Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

Details of contracts or arrangements or transactions with related parties

Sr. No. Name(s) of the Related Party/ies Relationship with the Related Party Nature of contracts/ arrangements/ transactions Duration of the contracts / arrangements / transactions Value of the contracts / arrangements / transactions (Rs. In Lakhs) Salient terms of the contracts or arrangements or transactions Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances, if any. Date on which the special resolution was passed in general meeting as required under first proviso to section 188
(a) (b) (c) (d) (e) (f) (9) (h) (i) (i>
1 Pancard Clubs Ltd (PCL) Mr.Sudhir Moravekar holds more than 2% in PCL Sale of Room Nights & Food and Beverages - 438.03 Sale of Room Nights & Food and Beverages Approval taken from Board 29.04.2009 - Within the prescribed limit
Management Consultancy Fees received* 3 years 1,934.52 Management Consultancy Agreement Approval taken from members 12.11.2014 & 20.05.2015 - 10.01.2015 & 30.07.2015
2 Panoramic Tour and Travels Ltd. Subsidiary of (PUL) Panoramic Universal Ltd. Sale of Room Nights and Food & Beverages - 2.00 Sale of Room Nights and Food & Beverages Approval taken from Board 29.04.2009 - Within the prescribed limit
Rent Received 2 years 0.60 Leave & License agreement Approval taken from Board 13.02.2015 - Within the prescribed limit
Purchase of Tickets - 11.85 Purchase of Tickets Approval taken from Board Not Required - Within the prescribed limit
3. Panoramic Holidays Ltd. Subsidiary of Panoramic Universal Ltd. (PUL) Sale of Room Nights and Food & Beverages - 30.69 Sale of Room Nights and Food & Beverages Approval taken from Board 29.04.2009 - Within the prescribed limit
Sales Promotion Expenses 5 years 5.59 Sales Promotion Approval taken from Board 26.08.2013 - Within the prescribed limit

Note: *1. The Company had obtained unit wise approvals and had modified certain agreements on the aforementioned dates

2. Except Purchase of Tickets, Sale of Room Nights & Food Beverages and Sales Promotion Expenses, other transactions mentioned hereinabove are not at arms length basis.

Annexure - G

Pursuant to Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014

The information required under section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in their remuneration during the financial year, ratio of remuneration of Directors to the Median remuneration of the employees:

Name of Director / Key Managerial Personnel Remuneration (Rs. In Lakhs) % increase in Remuneration Ratio of Directors Remuneration to median remuneration
Executive Directors & KMP
Ramachandran Ramakrishnan (MD) 24,16,824 Nil 17.50:1
KMP
Pravin Chavan (CFO) * 14,82,378 Nil N.A.
Sachin Deshpande (CFO) + 1,60,716 N.A. N.A.
Sanjive Arora (CS) # 6,84,030 N.A. N.A.
Chetan Parmar (CS) @ 1,60,000 N.A. N.A.

Note:

* Resigned as CFO w.e.f. 30th September, 2016.

+Appointed as CFO w.e.f 14lh February, 2017.

# Resigned as CS w.e.f 4th May, 2016.

@ Appointed as CS w.e.f 10th August, 2016.

(ii) The percentage increase in the median remuneration of employees in the financial year: -4.69%

(iii) The number of permanent employees on the rolls of company (Standalone): 106

(iv) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year was Nil whereas the increase in the managerial remuneration for the financial year was Nil.

(v) It is hereby affirmed that the remuneration paid is as perthe remuneration policy of the Company:

B. During the year none of the Employees has drawn remuneration which is in excess of Rs. 102 Lakhs per month or Rs. 8.50 Lakhs per month.

For and on behalf of the Board
Panoramic Universal Limited
Sd /- Sd /-
Ramachandran Ramakrishnan Siddhartha Moravekar
(DIN: 03510460) (DIN: 00022863)
Managing Director Director
Mumbai, 10th August, 2017