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Panoramic Universal Ltd.

BSE: 531816 Sector: IT
NSE: PANORAMUNI ISIN Code: INE194B01029
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VOLUME 10980
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OPEN 2.97
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VOLUME 10980
52-Week high 14.80
52-Week low 2.97
P/E
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Panoramic Universal Ltd. (PANORAMUNI) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Twenty Sixth Annual Report and the AuditedFinancial 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 2017is 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 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. 3294.23Lakhs from Rs. 3029.48 Lakhs in previous year i.e. growth of 8.74% on a standalone basis.The revenue from above segment has risen to Rs. 12262.76 Lakhs from Rs. 12025.87 Lakhsin 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 decreasedto 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 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 4 times during the year on 26th May 2016 10thAugust 2016 14th November 2016 and 141" February 2017. Thenumbers of Board Meetings held during the year 2016-17 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 (KMP)

a) Change in KMP:

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

b) Cessation

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

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

The Board places on record its appreciation of the services rendered by these Directorsto 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 theensuing Annual General Meeting of the Company and being eligible offers themselves forreappointment. The approval of the shareholders for their re-appointment as Directors hasbeen sought in the Notice convening theAGM of your Company.

d) Appointments:

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

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

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 (ListingObligations & 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 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. Vilas Mitbawkar and Mr. Dilip Mulay Directors and membersof Audit Committee. The Audit Committee comprised of Ms. Soniya Gupte as the Chairpersonand Mr. Ramachandran Ramakrishnan Ms. Hemlata Sawant and Mr. Nilesh Pradhan as its othermembers. 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 maybe amended from time to time your Board has reconstituted the 'Nomination andRemuneration Committee' on account of resignation of Mr. Vilas Mitbawkar and Mr. DilipMulay Directors and Members of Nomination and Remuneration Committee. The 'Nomination andRemuneration Committee' comprises of Ms. Soniya Gupte as the Chairperson and Mr. RajendraGawde Ms. Hemlata Sawant and Mr. Nilesh Pradhan as its other members. The policyformulated by the Nomination and Remuneration Committee for Remuneration of DirectorsKMPs and other employees and also criteria determining their qualifications positiveattributes independence etc. is annexed herewith as "Annexure A" and also onthe website of the Company. The details of the Committee are mentioned in the CorporateGovernance Report.

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 your Board had reconstituted the 'Stakeholders RelationshipCommittee' on account of resignation of Mr. Dilip S. Mulay Director and Member ofStakeholders Relationship Committee. The 'Stakeholders Relationship Committee' comprisesof Ms. Soniya Gupte as the Chairperson and Mr. Rajendra Gawde Mr. Siddhartha Moravekarand Ms. Hemlata Sawant as its other members. The details of the Committee are mentioned inthe Corporate 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 theimplementation of WB policy. The details of such mechanism are also posted on the websiteof 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) DIRECTOR'S 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 of the 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

The extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014is 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 / Tribunalswhich 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) theStatutory Auditors of the Company hold office till the conclusion of the 26th AGM of theCompany. 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 intheir place for a term of five consecutive years from the conclusion of this AGM tillthe conclusion of the 31stAGM of the Company (subject to ratification of their appointmentat every AGM if required undertheAct) forapproval of the Members.

The report of the Statutory Auditors along with the Notes to Schedules is enclosed tothis 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 underSection 204(1) of the Companies Act 2013 and other laws as applicable for the financialyear 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 AnnualReport do not contain any qualification reservation or adverse remarks.

17) INTERNAL AUDITOR

M/s. JCSC & Associates Chartered Accountants were appointed as Internal Auditorsof the Company during the year. The Internal Auditor monitors and evaluates the efficacyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company and itssubsidiaries and 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 Hotel / 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.

b) Technology Absorption

Since the Company is in the business of IT and Hospitality related sector which formspart of the service industry and hence not required to undertake any technology absorptionmeasures.

c) Foreign Exchange Earnings and Outgo

The details on foreign exchange earnings and outgo are furnished in the Note Nos. 36and 37 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 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 inNew Zealand had sold its entire asset namely "Sai Motels" in Auckland and therewere no operational activities in the company. The Sai Motel Limited had filed with theconcerned authority for Voluntary De-registration and was approved on 23rdNovember 2016. Thereby the Sai Motel Limited was ceased to be WOS of the Companyw.e.f. 23rdNovember 2016.

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 D".

21) DEPOSITS

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 TOTHE 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)

Based on the recommendation of the CSR Committee the Board has adopted the CSR Policyfor 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 availableon 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 Section188(1) is annexed herewith as "Annexure F" in Form AOC- 2 as per Rule 8(2) ofthe Companies (Accounts) Rule 2014.

27) MANAGERIAL REMUNERATION AND OTHER DETAILS

The disclosures of information under Rule 5(l) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as"AnnexureG" to this Report.

28) MANAGEMENT DISCUSSION AND ANALYSIS

Adetailed 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 is committed to maintain the highest standards of Corporate Governance. Asrequired under SEBI (Listing Obligations and Disclosure Requirements) 2015 the report onCorporate Governance as well as the Auditors' certificate on the compliance of CorporateGovernance are annexed and form part of the Annual Report.

30) ACKNOWLEDGEMENT

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 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 andsenior management personnel in accordance with the criteria laid down and recommend to theBoard their appointment remuneration and removal and also to carry out performanceevaluation of every director.

2. Definitions:

a) ‘Act' means Companies Act 2013 (including any modification re-enactment oramendment 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 theCompany 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 theAct.

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 ofits core management team excluding Board of Directors comprising all members of managementone level below the Board including the functional heads.

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

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.

3. Applicability and Scope:

a) This Policy is applicable to all Directors Key Managerial Personnel SeniorManagement 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 removalof Directors KMPs and Senior Management Personnel other employees their remunerationand performance evaluation of all Directors.

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

d) This policy shall be included in the Board's Report and Annual Report of the Companyas per the statutory requirement.

4. Functions of Committee:

a) To identify persons who are qualified to become directors and who may be appointedin senior management and recommend to the Board their appointment and removal and to carryout evaluation of every director's performance in accordance with the criteria laid downas per Annexure i of this policy.

b) To formulate the criteriafor determining qualifications positive attributes andindependence of a director.

c) To recommend and determine the remuneration for the directors key managerialpersonnel and senior management personnel based on the Company's size and financialposition and trends and practices prevailing in the companies operating in the similarsector / industry in accordance with the criteria laid down as per Annexure I of thispolicy.

d) To recommend necessary modification /amendment / alteration in this policy to theBoard 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 attractretain and motivate directors of the quality required to run the company successfully;

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

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

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

Annexure I

Criteria for appointment removal of Directors KMPs and Senior Management Personnelother 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 andexperience of the person for appointment as Non-Independent Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.

1.2. Independent Director

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

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

c) An Independent Director shall possess appropriate skills experience and knowledgein one or more fields of finance law management sales marketing administrationresearch corporate governance technical operation or other disciplines related to theCompany's business.

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

1.3. General

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

b) The Committee shall have discretion to decide whether qualification expertise andexperience 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 fora term not exceeding five years at a time. The re-appointment of their term shall not bemade earlier than one year before the expiry of term.

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

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

3. Performance Evaluation:

3.1. The Committee should consider thefollowing criteria while evaluating theperformance 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 itsbusinessRs.

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

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 theCompany year on year under their managementRs.

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

ix. How effectively they putforward their viewsRs.

x. In case of Non-independent Directors are they performing their duties andresponsibilities 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 arethey 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 considersuch other criteria as it deem fit from time to time for performance evaluation ofDirectors.

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

3.4. The Director whose performance is subject to evaluation and discussion at aparticular 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 factorsfor 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 theappointment of Directors KMPs and Senior Management personnel however due to reasons forany disqualification mentioned in the Companies Act 2013 rules made there under or underany other applicable Act rules and regulations the Committee may recommend to the Boardwith reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel 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 ofDirector KMPs and Senior Management personnel due to misconduct unsatisfactoryperformance and for such other reasons as the com m ittee deems fit.

4.3. The Director KMPs and Senior Management personnel unless re-appointed shallvacate their office on retirement / expiry of their term as per the terms and conditionsof their appointment / employment and the applicable provisions rules and regulations ofthe 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 theCommittee after considering their experience expertise qualification and other necessarydetails and recommend to the Board for approval.

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

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

5.4. The remuneration / compensation of other employees may vary for different gradesand may be determined by the industry pattern qualification & experience / meritsperformance of each employee from time to time.

5.5. The remuneration / compensation / commission etc. of all the Directors KMPsSenior Management Personnel and other employees shall be subject to the compliance of theapplicable provisions rules and regulations of the Companies Act 2013; Articles ofAssociation of the Company; Internal policies of the Company or other applicable laws ifany.

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 ofremuneration packages of managerial personnel of other organizations.

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

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

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

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

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

5.9. The Committee may have discretion to consider any other factor deemed necessary indetermining the remuneration / compensation / commission etc. of all the Directors KMPsSenior Management Personnel and other employees.

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

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

5.12. The main objective of the remuneration policy is to motivate each and everyemployee and to stimulate excellence in their performance recognize merits / achievementsin order to retain the talent in the Company and to have long term employer-employeerelationship.

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. inlakhs)

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 7614.22 2675.03 12439.82 2150.56 _ 794.58 -616.07 _ -616.07 _ 100.00
2 Sai Properties Inc. (USA) Subsidiary USD 64.75 356.08 2519.64 4223.85 1348.13 - 890.20 -89.75 0.00 -89.75 - 100.00
3 Sai Living Hudson Inc. (USA) Subsidiary USD 64.75 1453.80 -53.54 3424.07 1169.33 - 2166.44 -518.92 - -518.92 - 100.00
4 Georgian Motel Corp. (USA) Subsidiary USD 64.75 1389.05 2246.67 6874.03 2013.18 - 2511.56 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 -1106.23 1773.72 2692.33 - 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 1354.43 -51.29 1347.83 44.69 - 96.57 6.79 - 6.79 - 100.00
10 Panoramic Holidays Ltd. (India) Subsidiary INR NA 5.00 -9.188.09 5538.76 14721.85 - 2314.89 -617.04 - -617.04 - 100.00
11 Indo Pacific Hotels Ltd. (India) Subsidiary INR NA 5.00 -20.45 4298.44 4313.88 0.13 0.09 -0.18 - -0.18 - 100.00
12 Sri Vatsa Hotels Ltd. (India) Subsidiary INR NA 800.00 -549.71 4124.66 3874.37 - 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 - 1553.01 -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) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

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 1934.52 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 certainagreements on the aforementioned dates

2. Except Purchase of Tickets Sale of Room Nights & Food Beverages and SalesPromotion Expenses other transactions mentioned hereinabove are not at arm's lengthbasis.

Annexure - G

Pursuant to Section 197 read with Rule 5 of Companies (Appointment and Remuneration ofManagerial 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 withparticulars of increase in their remuneration during the financial year ratio ofremuneration of Directors to the Median remuneration of the employees:

Name of Director / Key Managerial Personnel Remuneration (Rs. In Lakhs) % increase in Remuneration Ratio of Director's Remuneration to median remuneration
Executive Directors & KMP
Ramachandran Ramakrishnan (MD) 2416824 Nil 17.50:1
KMP
Pravin Chavan (CFO) * 1482378 Nil N.A.
Sachin Deshpande (CFO) + 160716 N.A. N.A.
Sanjive Arora (CS) # 684030 N.A. N.A.
Chetan Parmar (CS) @ 160000 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 financialyear: -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 themanagerial personnel in the last financial year was Nil whereas the increase in themanagerial remuneration for the financial year was Nil.

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

B. During the year none of the Employees has drawn remuneration which is in excess ofRs. 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