Your Directors are pleased to present the Twenty Fifth Annual Report and the AuditedFinancial Statements of the Company for the year ended 31 st March 2016.
1) FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS AND STATE OF AFFAIRS
The standalone performance of the Company for the financial year ended 31st March 2016is summarized as below:
(Rs. in Lakhs)
|Particulars ||2015-16 ||2014-15 |
|Turnover ||3242.82 ||5744.38 |
|Other Income ||1904.61 ||224.22 |
|Total Revenue ||5147.43 ||5968.60 |
|Profit Before Depreciation Interest & Taxes ||2955.12 ||3575.06 |
|Less: Depreciation ||517.99 ||607.82 |
|Less: Interest ||755.74 ||42.95 |
|Profit Before Tax ||1681.39 ||2924.29 |
|Less: Provision for Tax ||387.35 ||978.44 |
|Profit After Tax ||1294.04 ||1945.85 |
|Profit brought forward from last year ||9089.15 ||8411.08 |
|Amount available for appropriation ||10383.19 ||10356.93 |
|Appropriations || || |
|General Reserve ||- ||194.58 |
|Proposed Dividend on Equity Shares ||- ||388.73 |
|Proposed Dividend on Redeemable Preference Shares ||- ||350.00 |
|Tax on Dividend ||- ||150.39 |
|Adjustment for earlier year for tax (net) ||0.03 ||184.08 |
|Balance Carried to Balance sheet ||10383.16 ||9089.15 |
|Basic EPS (t) ||1.66 ||1.96 |
Review of results and Company's affairs
The Company operates into two segments i.e. Hospitality and IT. The Company's totalrevenue from Hospitality and other ancillary business activities has risen to Rs. 3029Lakhs from Rs. 2525 Lakhs in previous year i.e growth of 20% on a standalone basis. Therevenue from above segment has risen to Rs. 12356 Lakhs from Rs. 10406 Lakhs in previousyear i.e growth of 19% on a consolidated basis.
As far as IT segment is concerned the revenue from IT business has decreased from Rs.3219.84 Lakhs to Rs. 213.34 Lakhs vis-a-vis previous year. The revenue from above segmenthas decreased to Rs. 213.34 Lakhs from Rs. 4476.24 in the previous year.
2) CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the year.
In view of conservation of resources the Board of the Company this year has decidednot to declare preference as well as equity dividend. Trust our shareholders will standby 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 inprofit during the year.
5) BOARD MEETINGS
The Board of Directors met 6 times during the year on 20th May 2015 7th July201513th August 2015 29th September 2015 6th November 2015 and 9th February 2016.The numbers of Board Meetings held during the year 2015-16 were in compliance with theprovisions of Companies Act 2013 and Listing Agreement and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
6) DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Appointment of Key Managerial Personnel (KMP)
Mr.Ramachandran Ramakrishnan (DIN: 03510460) was appointed as Chief Financial Officerw.e.f. 29th September 2015 to 9th February 2016.
Further he was appointed as Additional Director and elevated to Managing Directorw.e.f. 10th February 2016 for a term of 5 years and is not liable to retire by rotation.
Mr. Pravin Chavan was appointed as Chief Financial Officer w.e.f. 10th February 2016and designated as whole-time Key Managerial Person of the Company.
Mr. Babu Iyer (DIN: 05193585) Managing Director resigned from the Board of the Companyw.e.f. the close of the Company's business hours on 9th February 2016 as per Section161(1) of the Companies Act 2013 due to medical issues. The Board hereby places on recordits sincerest thanks and gratitude for the invaluable contribution and services renderedby Mr. Babu Iyer during his tenure as Managing Director.
Mr. Sanjive Arora Sr. Vice-President- Corporate Affairs & Company Secretary ofthe Company who was classified also as a Key Managerial Person had resigned from hisdesignation w.e.f. 4th May 2016. The Board hereby places on record its appreciation forthe services rendered by him during his tenure as Sr. VicePresident - Corporate Affairsand Company Secretary of the Company.
c) Retirement by rotation
In accordance with the provisions of the Companies Act 2013 Mr. Sudhir Moravekar(DIN: 00399938) and Mr. Siddhartha Moravekar (DIN: 00022863) will retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers themselvesfor reappointment. The Board recommends their re-appointment.
d) Independent Directors
All the existing Independent Directors viz. Mr. Dilip Mulay Mr. Abeezar FaizullabhoyMr. Vilas Mitbawkar Ms. Hemlata Sawant and Mr. Rajendra Gawde have been appointed asIndependent Directors by the members of the Company at the Annual General Meeting held on27th September 2014 for a term of 5 years in accordance with the provision of section 149and other applicable provisions of the Companies Act 2013 and are not liable to retire byrotation.
e) Declaration from Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-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 theStock 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 theBoard has carried out an evaluation of its own performance the performance of thedirectors individually as well as the evaluation of the members of Audit CommitteeNomination & Remuneration Committee and Stakeholders Relationship Committee. Theevaluation has been carried out as per the policy formulated by Nomination andRemuneration Committee.
7) AUDIT COMMITTEE
Pursuant to Section 177(8) of the Companies Act 2013 and the Rules made thereunder asmay be amended from time to time your Board has re-constituted the 'Audit Committee' onaccount of resignation of Mr. Babu Iyer ExManaging Director and member of AuditCommittee. The Audit Committee comprised Mr. Dilip S. Mulay as the Chairman and Mr.Ramachandran Ramakrishnan Mr. Vilas Mitbawkar and Ms. Hemlata Sawant as its othermembers. More details on the committee are given 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 maybe amended from time to time the Nomination and Remuneration Committeecomprises of Mr. Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde Mr. VilasMitbawkar and Ms. Hemlata Sawant as its other members. The policy formulated by theNomination and Remuneration Committee for Remuneration of Directors KMPs and otheremployees and also criteria determining their qualifications positive attributesindependence etc. are mentioned in the Corporate Governance Report and also on thewebsite of the Company.
9) STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to Section 178 of the Companies Act 2013 and the Rules made thereunder as maybe amended from time to time the 'Stakeholders Relationship Committee' comprises of Mr.Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde Mr. Siddhartha Moravekar and Ms.Hemlata Sawant as its other members. The details of the Committee are mentioned in theCorporate Governance Report.
10) VIGIL MECHANISM
The Company has a vigil mechanism named Whistle Blower Policy (WB) to deal withinstance of fraud and mismanagement if any. The Company is committed to the highstandards of Corporate Governance and stakeholder responsibility.
The WB Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised 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 requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Committee has not received anysexual harassment complaint during the year.
12) DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review;
(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
13) EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 201 i the details forming part of theextract of Annual Return in Form MGT-9 is annexed herewith as "Annexure A".
14) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.
15) STATUTORY AUDITORS AND AUDITORS REPORT
M/s. H. H. Topiwala & Co. Chartered Accountants Firm Registration No.111022WMumbai the auditors of the Company hold office until the conclusion of the ensuing AGMand are eligible for re-appointment.
The Company has received letter from M/s. H. H. Topiwala & Co. CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under applicable provision of the Companies Act 2013 and that they are notdisqualified for such appointment within the meaning of Section 141 of the Companies Act2013 and the rules framed thereunder.
The members are requested to appoint M/s. H. H. Topiwala & Co. CharteredAccountants as Statutory Auditors from the conclusion of the ensuing Annual GeneralMeeting till the conclusion of the next Annual General Meeting to be held in 2017 and toauthorize the Board to fix their remuneration for the year 2016-17.The report of StatutoryAuditor forming part of this Annual Report does not contain any qualification reservationor adverse remarks.
16) SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Makarand Joshi & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as'Annexure B" The report of Secretarial Auditor forming part of this AnnualReport do not contain any qualification reservation or adverse remarks.
M/s. Gandhi Majumdar and Associates CMA were appointed as Internal Auditors of theCompany during the year. The Internal Auditor monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiariesand reports the same to the Audit Committee at quarterly intervals.
18) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
a) Conservation of Energy
Our efforts on a regular basis reflect our commitment towards reducing consumption andcost of energy. In the recent past the Company had implemented use of energy efficient AirConditioning (AC) system at its Panvel Resort. Further use of LED lights has helped insaving energy consumption. Adequate measures have been taken to conserve energy and powerconsumption and usage is closely monitored on daily basis resulting in optimum utilizationof energy. For this purpose the Company has initiated energy audit for all its properties.
b) Technology Absorption
Since the Company is in the business of IT and Hospitality related sector which formspart of the service industry and does not have any manufacturing operations the Companywas 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. 33and 34 of Standalone Accounts.
19) CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by the Company as per theapplicable accounting standards and the audited Consolidated Financial Statements togetherwith Auditors Report form part of the Annual Report.
20) DETAILS OF THE SUBSIDIARIES / ASSOCIATES AND THEIR FINANCIAL PERFORMANCE
The Company has total fourteen subsidiaries (Four Indian subsidiaries and Ten Foreignsubsidiaries) and one Associate Company.
Pursuant to section 136 of the Companies Act 2013 the Company will provide thefinancial statements and related information of the subsidiary companies upon request byany member of the Company. The financial statements of the subsidiary companies areavailable on the website of the Company www.panoramicuniversal.com. These documents arealso available for inspection during business hours at the registered office of theCompany and of its subsidiaries.
The brief information about the subsidiaries / associates and their financialperformance is annexed herewith as "Annexure C".
Your Company has not accepted any deposits within the meaning of Chapter V of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
22) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedure applicable laws and regulationsand that all assets and resources are acquired economically used efficiently andadequately protected.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries and reportsthe same on quarterly basis to Audit Committee. Based on the report of internal auditorrespective departments undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations if any and corrective actionsthereon 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 theyear are given in the notes to the Financial Statements.
24) RISK MANAGEMENT
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. In order toovercome the same the Board of the Company has already formulated and adopted the RiskManagement Policy. The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management.
25) CORPORATE SOCIAL RESPONSIBILTY POLICY (CSR)
The Board has constituted Corporate Social Responsibility (CSR) Committee inaccordance with section 135 of the Companies act 2013 and the Rules made thereunder. TheCSR Committee comprises of Mrs. Viidyaa Moravekaras the Chairperson and Mr. RajendraGawde Mr. Dilip Mulay and Ms. Hemlata Sawant as its other members. Based on therecommendation of the CSR Committee the Board has adopted the CSR Policy for implementingCSR activities. The Annual Report on the CSR activities is provided as "Annexure-D" to this Report. The detailed CSR policy of the Company is available on the weblink http://www.panoramicuniversal.com/pdf/Corporate- Sodal-Responsibility-Policy.pdf
26) RELATED PARTY TRANSACTIONS
Particulars of Contracts or Arrangements with Related parties referred to in Section188(1) is annexed herewith as "Annexure E" in Form AOC- 2 as per Rule 8(2) ofthe Companies (Accounts) Rule 2014.
27) MANAGERIAL REMUNERATION AND OTHER DETAILS
The necessary details / disclosures of Ratio of Remuneration to each Director to themedian employee's remuneration and other details as per Rule 5 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as"Annexure F".
28) 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 andforms part of the Annual Report
29) CORPORATE GOVERNANCE
Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement and SEBI (LODR) Regulations 2015. A report onCorporate Governance is included as an integral part of this Report and a Certificate fromthe Statutory Auditors of the Company confirming the compliance with the conditions ofCorporate Governance as stipulated under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is also attached to the Corporate Governance Report.
We sincerely thank all our investors stakeholders customers suppliers bankersbusiness partners/ associates and government authorities for their continued co-operationtrust support and guidance. We also take this opportunity to express our heartfeltappreciation for the contribution hard work dedication and commitment of all ouremployees who have been one of the major driving factors for the Company's growth andprogress.
For and on behalf of the Board
Mumbai 26th May 2016