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www.panoramicuniversal.com

formerly known as IT Microsystems (India) Ltd.

1

Panoramic Universal Limited (hereafter referredto as Panoramic) operates in 2 businesssegments i.e. Hospitality and InformationTechnology. The company owns hotel propertiesin India, the US and New Zealand – a total of 918rooms with an aggregate asset value of USD32.43 million. Panoramic’s hotels cater to boththe business and leisure traveler and provide arange of world-class amenities and top-of-the-lineservice standards. New hotel projects areproposed at Hyderabad, Jaipur, Usgaon (Goa)and many more. The company also has plans tomanage / own the upcoming hotel projects of the group at Thane, Durgapur and Pune. From the present 918 rooms under operation, the company targets to own and operate 1846 rooms in the next two years. The company’s InformationTechnology division exports IT products andservices. Majority of the revenues ofapproximately 81% is contributed by theHospitality division and the remaining by the ITdivision.

|4| Chairman's letter

|6| Financial highlights

|8| Hospitality division

|19| Information Technology division

|21| Corporate information

|22| Notice

|31| Directors' report with Annexures

|35| Management discussion and analysis

|39| Report on corporate governance

|47| Auditors' report with Annexures

|50| Accounts - Panoramic Universal Limited

|66| Auditors’ Report - Consolidated

|67| Consolidated Accounts - Panoramic Universal Limited

|82| Statement pursuant to Section 212 of the Companies Act, 1956

32

The Georgian Resort - New York Hotel Sai Sahavas - Shirdi

Holiday Inn – Ohio Graciano Cottages – Goa

Comfort Inn – North Carolina Hotel Sagar Kinara – Malvan

Econo Lodge – North Carolina

United Inn – New York State

Sai Motels - Auckland, New Zealand

Leisure: Multi-cuisine restaurant, indoor pool, health/fitnesscenter, ballroom, lounge bar, outdoor travel facilities, tennis court.

Business: On-site conference arrangement, high-speed internet access, voice mail, pickup & drop service.

General: Ample car parking, 24-hour room service forsnacks and refreshments, laundry service, doctor on call service.

US hotels Indian hotels

Listing

The equity shares of the company are listed on the Bombay StockExchange and National Stock Exchange.

54

The year 2006-07 saw the Indian economy doing well and

clocking a strong GDP growth rate of above 9%, which

is likely to be sustained in the coming years. The

macro-economic scenario is also quite positive with

indicators such as forex reserves, export growth,

investments in infrastructure & real estate and booming

stock markets indicating optimism for the future.

The growth of the Indian economy was spread across

most industries ranging from basic manufacturing to

infrastructure to service oriented companies operating

in IT & ITES, hotels, financial services etc.

Your company is operating in a sector which has been one

of the fastest growing sectors of the economy. The Indian

hotel industry has witnessed tremendous boom in recent

years mainly due to the thriving domestic economy and

increased business travel.

Supportive Government policies would enable sustainable

growth for the hotel industry. Opening up of the aviation

sector in India is positive for the hotel industry as airlines

transport approximately 80% of international arrivals. The

Government’s directive to privatize the Mumbai & Delhi

airports along with upgradation of 28 regional airports

would improve the long term business prospects of Indian

hotel players. Also the upgradation of National Highways

connecting various corners of India has opened up

opportunities for development of budget hotels.

As per industry estimates there is a present supply of

1,10,000 hotel rooms in India and a shortage of

1,50,000 rooms, resulting in an uptrend in room rentals.

With this huge demand-supply gap hotel rates are

expected to rise by 25% annually over the next couple

of years.

Realizing the huge potential to be tapped in the

hospitality sector, your company has planned hotel

projects at various locations spread across India. These

projects range from 3 & 4-star hotels to Clubs to

Resorts. Also due diligence is on to acquire land for

hotel projects. Proposed projects include a 100 room

4-star hotel at Hyderabad, a commercial complex

cum 3-star hotel at Jaipur, luxury spa cum resort in

Kumarakom, Kerala, a resort at Usgaon in Goa and

many others. From the present 918 rooms under

operation, the company targets to own and operate

1846 rooms in the next two years. In line with our

hospitality focus, your company is looking out to

acquire a travel agency in India and enter the booming

tourism industry.

During the year Panoramic’s hotels in India and the

US did well. Room rentals were up and occupancy

levels too were strong, indicating a robust growth path

emanating from the hotel business. The company

intends to enter the US - time share industry, which

would ensure stable revenue generation during the year

and higher occupancy levels. The performance of your

company’s Information Technology business has been

positive, in line with expectations.

The future of Indian hotel industry is quite positive. It is

expected that the budget hotel segment will witness

high growth with more room additions, whereas the

up market luxury segment will continue to perform

extremely well in the coming few years.

To conclude I would like to thank all the employees for

their dedication and hard work. Their undiminishing

commitment and sincerity has enabled the company to

take up ambitious projects. I would like to personally

thank all the stakeholders i.e. customers, banks,

financial institutions and shareholders for the trust they

have placed in the company over the years.

Yours sincerely,

Viidyaa Moravekar.

Managing Director.

76

FY 2003 FY 2004 FY 2005 FY 2006 FY 2007EARNINGS DATATotal Income 111.85 190.32 392.70 842.76 1331.90Net Sales 110.29 170.46 329.93 661.98 805.90EBIDTA 61.32 71.90 114.30 280.80 598.00EBIT 57.86 56.63 93.96 213.95 544.27Profit Before Tax 57.57 51.03 71.41 160.61 461.20Profit After Tax 57.53 50.25 69.56 132.59 328.28

BALANCE SHEET DATAEquity 50.1 64.79 64.79 64.79 64.79Debt 1.91 195.70 870.29 1171.29 1265.00Net Worth 114.71 244.64 327.38 443.16 741.99Capital Employed 122.54 447.25 1212.72 1624.93 2019.10

SHARE DATADividend per share (in Rs.) 2.5 2.00 0.50 0.60 *1.00Earnings per share (in Rs.) 5.74 3.88 5.37 10.23 25.33

RATIOS & MARGINSEBIDTA margin (in %) 55.60 42.18 34.64 42.42 74.20PAT margin (in %) 52.16 29.48 21.08 20.03 40.73ROCE (in %) 53.43 19.88 11.32 15.08 29.87ROE (in %) 56.16 27.97 24.32 34.41 55.50

392.7

FY2005

Total Income (Rs mn)

FY2006 FY2007

842.76

1331.9

69.56

FY2005

PAT (Rs mn)

FY2006 FY2007

132.59

328.28

5.37

FY2005

EPS (Rs)

FY2006 FY2007

10.23

25.33

(Rs. in mn)

* Proposed Dividend

98

The Georgian Resort – New York, USA

Situated on the shores of Lake George the hotel is ideal for conferences, family holidays, specialevents and adventure sports. The surrounding areahas a sense of calm and is immersed in nature’spristine beauty. The resort is amongst Panoramic’sprime properties and provides all the amenities for a memorable stay.

Rooms: 164Asset Value: USD 7.5 mn

Econo Lodge - North Carolina, USA

The hotel is located just south of Interstate 40. Nearby attractions include AlamanceBattleground that features historicalstructures, monuments and a visitor centre to educate visitors. There are a number of city parks and several lakes close by, offering activities such as boating, fishing,canoeing and skiing.


Comfort Inn – North Carolina, USA

Situated at an important location, the PiedmontTriad International Airport and local Amtrak stationare minutes away. There are many tourist locationsnearby to visit such as Wet 'n Wild Emerald Pointe,Guilford Courthouse National Military Park andCelebration Station. You can also enjoy golfing,hiking, horse riding and tennis.


Sai Motels – Auckland, New Zealand

The hotel is situated in the heart of Aucklandcity and offers a range of amenities andquality service to the customers. Nearbylocations include Ellerslie Racecourse &Convention Centre, Alexandra Park Racewayand the Auckland Show Grounds. Foradventure seekers there are many hikingtrails, holiday islands and beaches close by.


Holiday Inn – Ohio, USA

The hotel is perfectly located for a weekend getaway. It is situated just 25 minutes from theBridgestone World Golf Championship and close to 30 minutes from Wildwater Kingdom and Geauga Lake.


United Inn – New York, USA

Situated in central New York state the hotelattracts travelers by providing high-qualityservice and all necessary amenities. The ratesoffered are most competitive and attract alarge number of value-seeking customers.


1110

Hotel Sai Sahavas – Shirdi, India

A divine place where people come to seek peaceand blessings of ‘Shri Sai Baba’. At this religiousplace is located ‘Sai Sahavas’ – a 3-star hotel that offers excellent service and promises you a pleasant stay. The hotel is walking distance from the ‘Shri Sai Baba Temple’ and enables the devotees to conveniently access the temple.

Rooms: 46Asset Value: USD 2 mn

Graciano Cottages – Goa, India

Home to some of India’s best beaches andbreathtaking scenic beauty Goa offers the perfect get away. Graciano Cottages offers a stunning skylineview, lush with greenery. It is situated in the midst ofone of the most beautiful beaches known for its whitesilvery sands – the Colva beach.

Rooms: 22 Asset Value: USD 1 mn

Hotel Sagar Kinara– Malvan, India

Situated right on the beach, the hotel offers amagnificent view of the Sindhudurg Fort built in thesea. You can stroll on the beach collecting seashells or just relax listening to the sound of thewaves. It offers a wide cuisine and is equipped withfull-fledged amenities.


Area 51 – Pune, India

Panoramic manages India’s largest discotheque ‘Area 51’ owned by the group. Shaped like aspaceship Area 51 is India’s largest revolving entertainment lounge. It is the ideal place to take yourguests out for a spin. One can host parties, wedding receptions, conferences, private events andmany more. Contemporary and futuristic designed, it offers the perfect party atmosphere.Panoramic also manages the banqueting and the restaurant business of the group’s club projectat Baner hills, Pune.

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Panoramic’s strength lies in identifying land and hotel properties that hold excellent growth prospects in future. Hotel projects are proposed at Hyderabad, Jaipur, Usgaon (Goa), Kerala and at many other locations.

Panoramic’s core strength lies in identifying undervalued properties which has the potential to

give good returns. The company is constantly mapping opportunities to acquire attractive

properties at good locations for future hotel projects.

The Thane, Durgapur and Pune projects would be developed by the Panoramic group and

could be subsequently merged / consolidated with the company at an appropriate time. There

are many hotel projects proposed, the details of which are mentioned in brief:

1) Type of project – 4 Star Hotel

Location – HyderabadExpected cost – Rs 500 mnNumber of rooms (approx) – 100

Details – The hotel is expected to be operational duringthe FY2008-09. This property is situated at an importantlocation and is just 1.5 kms from the Hyderabad Airport.Hyderabad is one of the fastest growing IT hubs in thecountry and of late increased commercial activity in real-estate & retail has been witnessed.

2) Type of project – 3 Star Hotel & Club

Location – ThaneExpected cost – Rs 500 mnNumber of rooms (approx) – 48

Details – The project is expected to be completed duringthe FY2007-08. The city has a large upper middle classpopulation and is a vibrant location with upcoming malls,townships and multiplexes. Being a residential suburb of Mumbai there is a strong demand for socializing and recreation facilities by working executives andbusinessmen.

3) Type of project – Budget Hotel

Location – PuneExpected cost – Rs 2250 mnNumber of rooms (approx) – 180

Details – Land has already been acquired for the project.The project is expected to be completed during theFY2008-09. Pune is home to numerous Automobile,Information Technology & BPO companies and iswitnessing a significant growth in business activity. Theincreased economic activity has resulted in a shortage ofquality hotel rooms in Pune and the city holds good futurepotential.

4) Type of project – 3 Star Hotel & Club

Location – DurgapurExpected cost – Rs 300 mnNumber of rooms (approx) – 100

Details – The project is expected to be completed duringthe FY2008-09. Durgapur is an industrial city tocompanies in steel, mining, chemical and otherengineering works. Durgapur is 2.5 hours journey by trainto Kolkata and many companies are setting up operationshere. The pick up in economic activity has resulted inincreased business travel and the need for quality hotelsand recreation facilities.

5) Type of project – Commercial complex cum 3 Star Hotel

Location – JaipurExpected cost – Rs 1200 mnNumber of rooms (approx) – 150

Details – The project is expected to be completed duringthe FY2009-10. Jaipur, the capital city of Rajasthan hasbecome one of the most preferred destinations of urbanliving in India and has emerged as one of the fastestgrowing cities in the country. Besides tourism, many ITcompanies are setting up centres in the city, which woulddrive the economy. Also increased activity is seen in thereal estate sector, with many shopping malls, residential& commercial complexes being set up. Ideally locatedopposite the railway station, the hotel will cater to budgettravelers.

6) Type of project – 4 Star Hotel & Ayurvedic SPA

Location – Kumarakom, KeralaExpected cost – Rs 1550 mnNumber of rooms (approx) – 200

Details – The project is expected to be completed duringthe FY2008-09. One of the most beautiful regions inIndia, Kerala is blessed with a weather that is just aspleasant as the serene surroundings. Kumarakom is idealfor 5-star hotels, Ayurvedic SPA’s and Resorts. Increasedtourism activity is leading to strong demand for qualityhotels rooms in the region.

7) Type of project – Resort

Location – Usgaon, GoaExpected cost – Rs 1125 mnNumber of rooms (approx) – 150

Details – The project is expected to be completed duringthe FY2008-09. A very picturestic location, Usgaon offersa good holiday opportunity for the entire family andadventure lovers. It is a 40 minute drive from Madgaon.The climate is quite pleasant and attracts lots of tourists.Usgaon is an emerging holiday destination and thecoming years would see increased demand for hotelrooms. The company plans to promote this resort throughtime share programs too.

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Negotiations / due diligence are in progress to acquireland for other hotel projects at various locations acrossIndia. These hotel projects range from 3 & 4-star hotels tomedical tourism initiatives to resorts.

The company intends to adopt the ‘Mixed-Use Project’model to develop hotel projects. This model focuses onrecovering the substantial portion of the capitalinvestment within the initial few years of the project beingoperational. For example a ‘Commercial Complex cumHotel’ is a ‘Mixed-Use Project’ - wherein during the initialstages the Commercial complex is sold out and laterrevenues continuously accrue from the hotel operations.

The income obtained from selling the CommercialComplex helps recover the capital investmentimmediately. Thus this model focuses on recovering thecapital investment by a unique approach leading to lowergestation periods, lower interest costs and availability ofcapital for further investments.

The hotel projects would be funded via FCCB, GDR,private placement, bank financing (debt) and internalaccruals. The company is open to diverse financingavenues, the choice of which would depend upon theproject parameters of the hotel.

Acquisition of Travel AgencyIndia's tourism industry is thriving due to an increase in foreigntourists arrivals and increased travel by Indians to domestic andabroad destinations. As per World Tourism Organization, thecoming 10 years would see the Indian tourism industry growingat an annual rate of approximately 9%.

Panoramic intends to acquire a travel agency in India. This wouldhelp the company enter the booming tourism industry in India,which is poised to grow exponentially in the coming years.

US strategyPresently Panoramic owns 5 hotels in the US, having a total of 796 rooms and the combined hotel properties are valuedat USD 25 million. The company’s US hotels have done fairly well during the year, with revenues and operating marginsbeing stable. In the US, Panoramic would look to acquire ideally located hotels available at attractive valuations.

The US subsidiary has acquired land at Fort Drum – Washington. It is planned to construct a mix of commercial andresidential projects at the location.

Consolidation of hotel propertiesThe promoter group intends to consolidate hotel assets of the Panoramic group with the company. This initiative is beingtaken to create value to the shareholders and also for better operational control. Other benefits such as common MIS,streamlined co-ordination & reporting, bulk sourcing of stores etc would flow to the company over the long term.

The process of consolidation has already begun. The type of hotel properties to be consolidated would be judged on acase to case basis.

1716

As per estimates approximately 53,000hotel rooms are expected to be added inthe coming 4 years till the year 2011,well short of the anticipated additionaldemand of 1,50,000 rooms.

Present scenario

It is a boom time in India for the tourism and hospitalityindustry. This is mainly due to the surge in businesstravellers and the interest in India as a touristdestination. According to industry estimates, onlyabout 1,10,000 rooms with 1,800 hotels are availablein the country.

The year 2006 has been the best year till date, withforeign visitor arrivals reaching a record 4.5 million.Foreign tourist arrivals have grown by approximately10-15% in the last year. Apart from Tier-I cities, Tier-II cities like Jaipur, Gurgaon, Hyderabad, Pune,Bangalore are seeing growth both in occupancy androom rentals. While occupancy is around 80%, roomrentals have gone up by 15-20 % in these cities.

India’s strong economic growth

The hotel industry’s fortunes are closely linked tothe overall economic growth. The close to 9%GDP growth rate expected for the coming yearswould provide strong impetus to Indian hotelplayers. Key indicators such as forex reserves,investments in infrastructure, rising foreigntourist arrivals, higher disposable income ofIndians etc indicate optimism for the comingyears.Government’s ‘Open Skies’ policy to increaseairline capacity, privatization of airports,increased budgetary allocation to the TourismMinistry are steps in the right direction.

Demand – supply gap of hotel rooms

The availability of hotel rooms has not kept pace with the increasing demand, leading to asignificant shortage of hotel rooms.The demand-supply gap of hotel rooms hasresulted in rising Average Room Rates (ARRs)and higher Occupancy, thus benefiting the hotel

players. Most hotel companies have earnedrecord profits during the year.As per estimates India faces a shortage of 1 lakhrooms.Approximately Rs 4,500 crore is expected to beinvested over the next couple of years in newhotel projects and existing expansions.

Growth in tourism

The Indian tourism industry is expected to growat a compounded rate of 8.8% over the next 10years as per World Tourism Organization (WTO) India accounts for a mere 0.5% of the worldtourism trade, indicating the huge potential to betapped. As per WTO global tourist arrivals is expected togrow by 4% till 2010 and thereafter by 4.5% forthe next 10 years.The growth in tourism is one of the key factorsleading to increased demand for hotel rooms.With India gradually emerging as a leisuredestination, the future would see travel & tourismblossoming on a large scale.

1918

International and domestic hotel chains areplanning huge investments in hotel propertiesin India. Approximately USD 1 billion isexpected to be invested over the next 2 yearsto fund new projects and expansions.

The Indian hotel industry is facing a shortage of quality roomsbecause of increased business activity and more leisure travel.India’s strong economic growth is witnessing an unprecedented levelof business travellers and the income growth of individuals is leadingto increased leisure travel. Against this backdrop huge investmentsin the hotel sector is the need of the hour.

Approximately Rs 61,000 crore of investments would be neededto meet the shortage of 1 lakh rooms in India.

As per industry estimates India has approximately 1,10,000registered hotel rooms. China has 10 times more rooms and theUS has 40 times more – highlighting the need for substantialinvestments.

The Indian hotel industry is generating a lot of interest amongstInstitutional investors, private equity investors and internationalhotel chains.

Information Technology

The existing Information Technology business is growing at asteady rate, with fairly stable revenues accruing from thisbusiness.

One of the core competencies is Panoramic’s specializationin application software development which covers a rangeof industries such as Manufacturing, Hospitality, Commercial and many other services industries. The company developssoftware for both domestic and international customers.

All the products and services offered by the company enablecustomers to bring down their costs and increase theoperational speed.

Panoramic is registered with Software Technology Parks of India (STPI), National Association of Software and Service Companies (NASSCOM) and Confederation of Indian Industry (CII).

2120

Financials

21

Board of Directors

Mr. Sudhir Moravekar (30-08-2007) Chairman

Ms. Viidyaa Moravekar Managing Director

Mr. Arun Tari Wholetime Director

Mr. Siddhartha Moravekar Director

Mr. Vilas Mitbawkar Director

Mr. Mehul Parekh Director

Ms. Hemlata Sawant Director

Mr. Abeezar Faizullabhoy Director

Mr. Vilas Wakharkar Director

Dr. Arun Pradhan (30-08-2007) Director

CorporateInformation

Bankers

Bank of Maharashtra,

ABN Amro, ICICI Bank,

HDFC Bank, Saraswat Bank.

Branches

USA, New Zealand,

United Arab Emirates

Registered Office

Aman Chambers, 4th floor, Opp. New Passport Office,

Veer Savarkar Road, Prabhadevi, Mumbai-400025.

Registrar & Transfer Agents

Sharex Dynamic (India) Pvt. Ltd.17/B, Dena Bank Bldg,

2nd Floor,Horniman Circle, Fort,Mumbai-400 001.

Stock Exchange

The Bombay Stock Exchange Limited

National Stock Exchange of India Limited

Company Secretary

Mr. Jaydeep Kurup

Audit Committee

Mr. Mehul Parekh (Chairman)

Ms. Hemlata Sawant

Mr. Vilas Mitbawkar

Remuneration Committee


Ms. Hemlata Sawant

Mr. Vilas Mitbawkar

Share Transfer andInvestor Greviance Committee


Mr. Siddhartha Moravekar

Mr. Arun Tari

Auditors

M/s. H.H. Topiwala & Co.

Chartered Accountants

22

NOTICE is hereby given that the Sixteenth Annual General

Meeting of the Members of PANORAMIC UNIVERSAL

LIMITED will be held on Saturday, the 29th day of September

2007 at 11.00 a.m. at Hotel Kohinoor Park at Veer Savarkar

Marg, Opposite Siddhivinayak Temple, Prabhadevi, Mumbai –

400 025 to transact the following business :

ORDINARY BUSINESS:

1. To consider and adopt the audited Balance Sheet as at

March 31, 2007 and the Profit & Loss Account for the

year ended on that date and Reports of the Board of

Directors and the Auditors thereon.

2. To declare dividend on Equity Shares of the Company.

3. To appoint a director in place of Mr. Siddhartha Moravekar,

who retires by rotation and being eligible, offers himself

for reappointment.

4. To appoint a director in place of Mr. Mehul Parekh, who

retires by rotation and being eligible, offers himself for

reappointment.

5. To appoint M/s. H. H. Topiwala & Co., Chartered

Accountants, the retiring Auditors, as the Auditors of the

Company and to pass the following resolution, with or

without modification:

“RESOLVED that pursuant to the provisions of Section

224 and other applicable provisions, if any, of the

Companies Act, 1956, M/s. H. H. Topiwala & Co.,

Chartered Accountants, the retiring Auditors of the

Company, be and are hereby re-appointed as Auditors of

the Company to hold office from the conclusion of this

Annual General Meeting upto the conclusion of the next

Annual General Meeting of the Company on such

remuneration as shall be fixed by the Board of Directors.

“RESOLVED FURTHER that the Board of Directors be

and is hereby authorised to appoint Branch Auditors to

audit the Company’s Branches, in consultation with

M/s. H. H. Topiwala & Co., Chartered Accountants and

to fix their remuneration.”

SPECIAL BUSINESS:

6. Appointment of Dr. Arun Pradhan as Non –

Executive Director

To consider and if thought fit, to pass, with or without

modification the following resolution as an Ordinary

resolution:

Notice

“RESOLVED that in accordance with the provisions of

Section 257 and all other applicable provisions, if any, of

the Companies Act, 1956 or any other statutory

modification(s) or re-enactment thereof, Dr. Arun

Pradhan, who was appointed as an Additional Director in

the meeting of the Board of Directors pursuant to the

provisions of Section 260 of the Companies Act, 1956,

be and is hereby appointed as Director of the Company

subject to retirement by rotation under the provisions of

the Articles of Association of the Company.”

7. Appointment of Mr. Sudhir Moravekar as Non

Executive Director.


modification the following resolution as an Ordinary

resolution:


Section 257 and all other applicable provisions, if any, of

the Companies Act, 1956 or any other statutory

modification(s) or re-enactment thereof, Mr. Sudhir

Moravekar, who was appointed as an Additional Director

in the meeting of the Board of Directors pursuant to the

provisions of Section 260 of the Companies Act, 1956,

be and is hereby appointed as Director of the Company

in accordance with the provisions of the Articles of

Association of the Company.”

8. Issue of Preference Shares to Promoter Group

company on private placement basis.


modification the following resolution as a Special

resolution:


Section 80, 81, 81(1A) and all other applicable provisions,

if any, of the Companies, Act, 1956, (including any

statutory modifications or re-enactment thereof) and the

enabling provisions of the Memorandum and Articles of

Association of the Company and the Listing Agreements

entered into by the Company with the Stock Exchanges

where the Securities of the Company are listed, and the

prevailing statutory guidelines in that behalf and subject

to all necessary consents, permissions and approvals from

all such authorities and institutions as may be relevant

and subject to such conditions and modifications as may

be prescribed or imposed by any of them while granting

any such consents, permissions and approvals and which

may be agreed to by the Board of Directors of the

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23

Company (hereinafter referred to as “the Board” which

term shall be deemed to include any committee(s)

consisting of one or more members of the Board and/or

one or more officials of the Company appointed by the

Board in this behalf which the Board may constitute to

exercise powers of the Board), the consent of the

Company be and is hereby accorded to the Board to issue,

offer and allot from time to time in one or more tranches,

10,00,00,000 (Ten Crores) 7% cumulative, non convertible,

redeemable Preference Shares (hereinafter referred to

as “Securities”) of face value of Rs. 5 /- each for cash at

par aggregating to an amount not exceeding Rupees Fifty

Crores through preferential allotment on private

placement basis to Pancard Clubs Limited, a promoter

group company on such terms as to rate of dividend, terms

and period of redemption and all such other terms as

approved by the Board and as may be permitted in

accordance with the prevailing rules/ guidelines in this

behalf and as determined by the Board in conformity with

the relevant provisions of the Law and the Articles of

Association of the Company, wherever applicable and as

the Board may deem advisable in the prevailing market

situation.”

“RESOLVED FURTHER that such of these Securities as

are not subscribed may be disposed off by the Board to

such person(s) and in such manner and on such terms as

the Board in its absolute discretion, thinks fit in the best

interest of the Company.”

“RESOLVED FURTHER that for the purpose of giving

effect to this resolution, the Board be and is hereby

authorised to do all such acts, deeds, matters and things,

as it may in its absolute discretion, deem necessary,

proper or desirable for such purposes and also to settle

any question or difficulty or doubt that may arise in regard

to further issue, allotment and utilization of proceeds of

issue and further to do all such acts, deeds, matters and

things and to finalize and execute all such documents

and writings as it may deem fit”

“RESOLVED FURTHER that the Board be and is also

hereby authorised at its discretion, to delegate all or any

powers herein conferred to any Committee of Directors

or the Chairperson and Managing Director or Whole –

Time Director or any other Officer or Officers of the

Company to give effect to the aforesaid resolution.”

9. Issue of GDR/ FCCB/Other Securities

To consider, and if thought fit, to pass, with or without

modification(s), the following resolution as a Special

Resolution:


81 and all other applicable provisions, if any of the

Companies Act, 1956 (including any modifications or re-

enactment thereof for the time being in force), the

provisions of the Foreign Exchange Management Act,

2000 (“FEMA”), Foreign Exchange Management (Transfer

or issue of securities by a person resident outside India)

Regulations, 2000, Issue of Foreign Currency Convertible

Bonds and Ordinary shares (through Depository Receipt

Mechanism) Scheme, 1993, The Securities and Exchange

Board of India (Foreign Institutional Investors)

Regulations, 1995 and other provisions and regulations

applicable, provisions in the Memorandum of Association

and Articles of Association of the Company and the listing

agreements entered into by the Company with the stock

exchanges where the Company’s shares are listed, and

further subject to all necessary approvals, consents,

permissions and/or sanctions of the Central Government,

Financial Institutions, Securities and Exchange Board of

India, Secretariat of Industrial Approvals, Foreign

Investment Promotion Board, Reserve Bank of India and

all other concerned statutory and other authorities and

subject to such conditions as may be prescribed by any

of them while granting any such approval, consent,

permission or sanction, and which may be agreed to by

the Board of Directors of the Company (hereinafter

referred to as “the Board”, which term shall be deemed

to include any duly authorised Committee/s or authorised

representative/s thereof for the time being exercising the

powers conferred upon it by the Board), consent,

permission and approval of the Company be and is hereby

accorded to the Board to create, issue/offer and allot in

the course of international offering/s in one or more

foreign markets, Foreign Currency Convertible Bonds

(“FCCBs”) and/or Equity Shares (through Depository

Receipt Mechanism) and/or Fully Convertible

Debentures (“FCDs”) and/or Partly Convertible

Debentures (“PCDs”) and/or Non Convertible

Debentures (“NCDs”) and/or Equity Shares and/or

Depository Receipt and/or any Other Financial

Instruments (“OFIs”) together with or without warrants

(hereinafter collectively referred to as “Securities”) to any

person, including foreign/ resident investors, Foreign

Institutional Investors, Pension Funds, Insurance Funds,

other funds, Incorporated Bodies, Trustees, Directors,

their relatives, friends and associates, Indian and/or

Multilateral Financial Institutions, Mutual Funds, Non-

Resident Indians, Overseas Employees and/or workers

of the Company, shareholders of group companies, Indian

Public and/or any other categories of investors, whether

they be holders of shares of the Company or not, through

issue of prospectus or any other offer documents or under

Preferential offer/ allotment guidelines of SEBI in one or

more tranches and in the manner, and on the terms and

other conditions as the Board at its absolute discretion

may decide including the discretion to determine the

category/ies of investors to whom the offer, issue and

allotment shall be made to the exclusion of all other

categories of investors for an amount not exceeding

Rs.250,00,00,000/- (Rupees Two Hundred & Fifty Crores

only) (inclusive of such premium as may be determined

by the Board), in any convertible foreign exchange, at such

price or prices, at discount or premium to market price or

prices, as the Board in its absolute discretion deem fit and

appropriate provided however the price will not be less

than the price as may be prescribed under any rules,

regulations, laws, guidelines, statute and the like.

“RESOLVED FURTHER that without prejudice to the

generality of the above, the aforesaid Securities may have

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24

all or any terms or combination of terms in accordance

with international practice including but not limited to

terms and conditions in relation to payment of interest,

additional interest, premium on redemption, prepayment

and any other debt service payments whatsoever

including terms for issue of additional Equity Shares or

variation of the conversion price of the Securities during

the duration of the Securities.

“RESOLVED FURTHER that the Board be and is hereby

authorised to enter into and execute all such

arrangements with any Lead Managers, Managers,

Underwriters, Advisors, Guarantors, Depositories,

Custodians, Trustees and all such Agencies as may be

involved or concerned in such offerings of Securities and

to remunerate them by way of commission, brokerage,

fees or the like, and also to seek the listing of such

Securities in one or more International and/or National

Stock Exchanges.

“RESOLVED FURTHER that the Company and/or an

agency or a body authorised by the Company may issue

Depository Receipts representing the underlying Equity

Shares issued by the Company or such other Securities

in registered or bearer form with such features and

attributes as are prevalent in the international capital

markets for instruments of this nature and to provide for

the tradability or free transferability thereof as per the

international practice prevalent in the international

markets.


authorised to issue and allot such number of Equity

Shares as may be required to be issued and allotted upon

conversion of any Securities or as may be necessary in

accordance with the terms of the offering, all such shares

ranking pari passu with the existing Equity Shares of the

Company in all respects, excepting the right as to dividend

as may be provided under the terms of the issue and in

the offering documents or as per prevalent regulations.


effect to any issue or allotment of Equity Shares or

Securities, as aforesaid; the Board be and is hereby

authorised on behalf of the Company to do all such acts,

deeds, matters and things as it may at its discretion deem

necessary or desirable for such purpose, including without

limitation the entering into of underwriting, marketing,

depository, custodian and trustee arrangements and with

power on behalf of the Company to settle any questions,

difficulties or doubts that may arise in regard to any such

issue or allotment as it may in its absolute discretion deem

fit.”

10. Issue of Securities through Qualified

Institutional Placement Route.



Resolution:


Section 81 (1A) and other applicable provisions, if any, of

the Companies Act, 1956 (including any statutory

modification(s) or re-enactment thereof for the time being

in force and as may be enacted from time to time) and in

accordance with the provisions of Chapter XIII-A of the

SEBI (Disclosure and Investor Protection) Guidelines,

2000 and Foreign Exchange Management Act, 1999, as

amended up-to-date and in accordance with the provisions

of the Articles of Association of the Company and the

provisions of the Listing Agreements entered into by the

Company with the Stock Exchanges where the shares of

the Company are listed and rules, guidelines and

regulations, if any, as may be prescribed by the Securities

and Exchange Board of India (SEBI), Reserve Bank of

India (RBI) and subject to such approvals, consents,

permissions and sanctions as may be necessary from the

Government of India, Reserve Bank of India and / or other

authorities or institutions as may be relevant (hereinafter

singly or collectively referred to as “Appropriate

Authorities”) and subject to such terms and conditions

or such modifications thereto as may be prescribed by

them in granting such approvals, consents, permissions,

sanctions, and which may be accepted by the Board of

Directors of the Company (hereafter referred to as “ The

Board” which term shall be deemed to include any

Committee of the Board, for the time being, duly

authorized by the Board and exercising the powers

conferred on the Board by this Resolution) as it thinks fit

in the interest of the Company, the consent of the

Company be and is herby accorded to offer, issue and

allot to the Qualified Institutional Buyers as defined under

Clause 2.2.2B(v) of SEBI (Disclosure and Investor

Protection) Guidelines, 2000, the Equity shares / Fully

Convertible Debentures (FCDs) / Partly Convertible

Debentures (PCDs) and / or any such instrument(s) or

security(ies) (other than warrants) convertible into equity

shares ( as at the later date as may be determined by the

Board but not later than 60 months from the date of

allotment) to be subscribed, on the basis of Placement

Documents for an aggregate amount not exceeding Rs.

2,00,00,00,000/- ( Rupees Two Hundred Crores only)

(inclusive of such premium as may be determined by the

Board), such issue and allotment to be made on such

occasion or occasions, at a discount or at a premium or

otherwise wherein the price is calculated in accordance

with the provision of Clause 13A.3 of the SEBI (Disclosure

and Investor Protection) Guidelines, 2000, the relevant

date for the purpose of which will be 29th August, 2007.”


authorized, to issue and allot, pursuant to the provisions

of Chapter XIII-A of the SEBI (Disclosure and Investor

Protection) Guidelines, 2000, such number of Equity

Shares as may be required to be issued and allotted upon

conversion of any aforesaid convertible securities or as

may be necessary in accordance with the terms of the

offering, all such Equity Shares to rank pari passu with

the then existing Equity Shares of the Company in all

respects, excepting such right as to dividend as may be

provided under the terms of the convertible securities

and in the Placement Document.”

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25


effect to any creation, issue, offer or allotment of Equity

Shares or Securities or Instruments representing the

same as described above, the Board be and is hereby

authorized, on behalf of the Company, to do all such acts,

deeds, matters and things as it may, in its absolute

discretion, deem necessary or desirable for such purpose,

including without limitation, the entering into agreement

(including appointments wherever necessary) for

managing underwriting, marketing, listing, trading, acting

as depository, custodian, registrar, agent, paying

applications, filing deeds, documents and writings and to

pay any fees, commission, remuneration, expenses

relating thereto and with power on behalf of the Company

to settle all questions, difficulties or doubts, that may

arise in regard to such issue(s) or allotment(s) as it may,

in its absolute discretion deem fit.”

“RESOLVED FURTHER that the preliminary as well as

the final Placement Document for the aforesaid issue/

offer be finalized, approved and signed by the Directors

on the Board for and on behalf of the Company with

authority to amend, vary, modify the same as may be

considered desirable or expedient and for the purpose

aforesaid to give such declarations, affidavits,

undertakings, certificates, consents, authorities as may

be necessary and required from time to time.”


effect to any issue, offer or allotment of equity shares or

securities or instruments representing the same, as

described above, the Board be and is hereby authorized,

on behalf of the Company, to appoint (or modify the terms

of appointment or terminate the appointment of) or enter

into and execute all such arrangements / agreements

with any lead Manager(s) Underwriter(s), Merchant

Bankers, Stabilising Agents, Guarantor, Depository,

Listing Agents, Trustees, Legal Counsel, Custodians,

Process Agents, Advisors and all such agencies or entities

inside or outside India, as may be necessary and to

remunerate all such agencies and entities and further to

sign, execute and deliver the securities, listing application,

various agreements (including but not limited to

Subscription Agreement, Trustee Agreement),

undertakings, deeds, declarations, any application to

Government of India (Ministry of Finance) and / or

Reserve Bank of India and / or such other regulatory

authorities and all other documents and to do all such

acts, deeds, matters and things as the Board may in its

absolute discretion, deem necessary or desirable and to

settle any questions, difficulties or doubts that may arise

in regard to the offering, issue/or offer, allotment and

utilization of the issue/ offer proceeds, including for the

purpose of complying with all the formalities as may be

required in connection with and incidental to the aforesaid

offering of securities, including for the post issue/ offer

formalities.”

“RESOLVED FURTHER that one or more bank accounts

in the name of the Company be opened, in Indian and /

or Foreign Currency (ies), if required, with such bank or

banks in India and /or such Foreign countries as may be

required in connection with the aforesaid issue/offer,

subject to requisite approvals from Reserve Bank of India

and any other regulatory authorities, if any.”

“RESOLVED FURTHER that the Board, be and is hereby

authorized, to delegate all or any of the powers herein

conferred to any Committee or any one or more whole-

time Directors of the Company.”

11. Issue of further equity shares on Right basis.



Resolution:


81, 81(1A) and in accordance with the provisions of the

Articles of Association and of the Listing Agreements

entered into by the Company with the stock exchanges

where the shares of the company are listed, SEBI

(Disclosure & Investor Protection) Guidelines, 2000 and

other Rules, Regulations and Guidelines, if any prescribed

by the Central Government, Reserve Bank of India (“RBI”)

and all other concerned authorities and departments, to

the extent necessary and such other approvals,

permissions and sanctions as may be necessary from any

and all governmental or regulatory authorities and all other

institutions and bodies, and subject to such conditions

and modifications as may be prescribed in granting such

approvals, permissions and sanctions, which may be

agreed to, if necessary, in consultation with the Lead

Managers and or Underwriters, if any, and / or any other

advisors / consultants of the Company concerned with

the rights issue, as the may deem appropriate, the consent

of the Company be and is hereby accorded to the Board

of Directors of the company to issue, offer and allot

64,78,750/- equity shares of Rs.85/- each for cash at a

premium not exceeding Rs.80/- per share as the Board

of Directors may at its discretion fix in the following

manner:-

a) The said 64,78,750/- equity shares be offered on

rights basis to the existing equity shareholders of

the company on the record date to be fixed by the

Board of Directors in this behalf in the proportion of

1 equity share for every 2 existing equity shares held

by them (ignoring fractional entitlement, if any).

b) The full amount not exceeding Rs. 55,06,93,750/-

(made up of Rs. 3,23,93,750/- on capital account

and an amount not exceeding Rs. 51,83,00,000/- on

premium account ) shall be payable on application.

c) The shareholders can apply for additional shares

provided that the shareholders who have renounced

their rights in whole or in part may be entitled to

allotment of additional shares at the discretion of

the Board of Directors, the allotment of additional

shares shall be made on an equitable basis.

d) The shareholders shall have the right to renounce

all or any of the shares offered in favour of any other

person or persons who are Indian residents, subject

to the right of the Board of Directors to refuse----

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26

allotment to a person, not being a shareholder of

the company without assigning any reason.

e) The offer of right shares shall be kept open for not

less than 30 days and not more than 60 days from

the date of offer with liberty to the Board of Directors

from time to time to extend the time within the period

of 60 days or acceptance as aforesaid either generally

or in respect of any particular holder or holders.

f) In the event of any of the equity shares being offered

on right basis remaining unsubscribed, such un-

subscribed equity shares will be subject to the

guidelines, if any of the Securities & Exchange Board

of India in respect thereof, in the first instance be

allotted on an equitable basis to those shareholders

who, having applied for all equity shares against their

rights entitlement and have also applied for additional

equity shares. If any equity shares still remain un-

subscribed out of the rights issued, the Directors

shall dispose off the same in such manner as they

may in their absolute discretion deem fit.

g) The new equity shares shall be subject to the

Memorandum and Articles of the company and shall

rank pari-passu with the existing equity shares of

the company except that they shall be entitled to

pro-rata dividend (from the date of allotment ) if any,

declared in respect of the financial year in which the

new equity shares are allotted .

h) Applications will be made to the Bombay Stock

Exchange Limited and National Stock Exchange of

India Limited for listing of new equity shares.

i) The Board of Directors shall take such action as they

deem fit and most beneficial to the company in

disposing off the new equity shares arising out of

the fractions involved in the offer of the new equity

shares as aforesaid and to allot them to such person

or persons as the Board may decide.

“RESOLVED FURTHER that for the purpose of

giving effect to this resolution, the Board of Directors

of the company be and are hereby authorized from

time to time to prescribe and finalise the detailed

terms of the issue and to accept any conditions,

modifications, variations, alteration or abrogations

in respect of the terms of issue specified herein in

respect of the new equity shares to be issued or in

part thereof or in premium thereon or any rights,

privileges and / or conditions attached to the new

equity shares as may be prescribed, required or

stipulated by the concerned authorities while

granting, to finalize the form of letter of offer, the

form or application and other issue and allotment of

new equity shares and give such direction or

instruction as they may from time to time think fit or

provide including direction for settling any question,

doubts or difficulties which may arise in regard to

the offer , issue or allotment of the new equity shares

and to do all such acts , deeds, matters and things

as the Board of Directors in their absolute discretion

consider necessary, expeditious, usual or proper.

“RESOLVED FURTHER that all or any of the powers

conferred on the Board of Directors vide this

resolution may be exercised by the Board or

committee thereof as the Board may prescribe in

this behalf.

12. Increase in limits for FII investments



Resolution:

“RESOLVED that subject to the provisions of Foreign

Exchange Management (Transfer or Issue of Securities

by a Person Resident outside India) Regulations, 2000

and the relevant laws as applicable from time to time and

subject to such consents, permissions and sanctions as

may be required from appropriate authorities, the consent

of the Company be and is hereby accorded for acquiring

and holding of equity shares of the Company by Foreign

Institutional Investors (FIIs) upto an aggregate limit of

40% of the Paid up Equity Share Capital of the Company

and Non Resident Indians (NRIs) upto an aggregate limit

of 24% of the Paid up Equity Share Capital of the Company

or upto such other limit as may be permitted by law and

approved by Board of Directors of the Company, provided

however that: (i) the equity share holding of a single FII

or a sub-account of an FII (other than foreign corporates

or foreign individuals), in the Company shall not, at any

time, exceed 10% of the Paid up Equity Share Capital of

the Company and the equity shareholding of a single NRI

both on repatriation and on non-repatriation basis shall

not at any time exceed 5% of the Paid up Equity Share

Capital of the Company or (ii) in the case of foreign

corporates or foreign individuals, the equity share holding

of a single sub account of an FII in the Company shall not

at any time exceed 5% of the Equity Share Capital of the

Company or (iii) the equity share holding of a single FII

or sub-account of an FII (including those of foreign

corporates or foreign individuals) shall not exceed such

other limit as may be permitted by law and approved by

the Board of Directors of the Company.

“RESOLVED FURTHER that the Board of Directors of

the Company be and are hereby authorised to do such

acts, deeds, matters and things and execute all such

documents, deeds and writings as may be required for

the aforesaid purpose and which it may deem fit in the

interest of the Company.”

By the Order of the Board of Directors

For Panoramic Universal Limited

Sd/-

Jaydeep Kurup

Place: Mumbai Company Secretary

Date: August 30, 2007

Registered Office: Aman Chambers,

4th floor, Opp. New Passport Office,

Veer Savarkar Road, Prabhadevi,

Mumbai -400 025

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27

NOTES:

1. The relevant Explanatory Statement pursuant to Section

173 (2) of the Companies Act, 1956 in respect of the

special business under Item Nos. 6 to 12 are annexed

hereto and forms part of the Notice calling the annual

general meeting of the Company.

2. A MEMBER ENTITLED TO ATTEND AND VOTE

AT THE MEETING IS ALSO ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE

INSTEAD OF HIMSELF/HERSELF. THE PROXY

NEED NOT BE A MEMBER OF THE COMPANY.

PROXIES, IN ORDER TO BE EFFECTIVE, MUST

BE RECEIVED BY THE COMPANY AT LEAST

48 HOURS BEFORE THE MEETING.

3. Members/ Proxies should bring duly filled attendance

slips sent herewith for attending the meeting.

4. Members who hold the shares in electronic form are

requested to bring their Client ID and DP ID numbers for

easy identification of attendance at the meeting.

5. The documents referred to in the Notice including

Memorandum & Articles of Association of the Company

are open for inspection at the Registered Office of the

Company during working hours between 11.00 a.m. and

1.00 p.m. on all working days except on Sundays &

holidays upto the date of the Annual General Meeting.

6. The Register of Members and Share Transfer Books shall

remain closed from 25th September, 2007 to 29th

September, 2007 (both days inclusive).

7. Members are requested to address all correspondence with

regard to their share holdings or dividends to the Registrar

and Share Transfer Agents - M/s. Sharex Dynamic (India)

Private Limited, 17/B, Dena Bank Building, 2nd Floor,

Horniman Circle, Fort, Mumbai-400 001.

8. Members desiring any information/ clarification

pertaining to the Annual Report are requested to write to

the Company at the Registered Office of the Company

at least seven days before the date of Annual General

Meeting, to the attention of the Company Secretary, so

as to enable the management to keep the information

ready.

9. The final dividend, if declared at the annual general

meeting, will be paid within the statutory time prescribed.

10. The Members/ Proxies are requested to bring their copy

of the Annual Report with them at the Meeting and to

produce at the entrance, the admission slip, duly

completed and signed, for admission to the meeting hall.

EXPLANATORY STATEMENT PURSUANTTO SECTION 173(2) OF THE COMPANIESACT, 1956

Item No. 6

Dr. Arun Pradhan was appointed as an Additional Director

pursuant to Section 260 of the Companies Act, 1956 and

Article 130 of the Articles of Association of the Company at

the meeting of the Board of Directors held on 30th August,

2007.

Under Section 260 of the Companies Act, 1956, Dr. Pradhan

will hold office as Director upto the date of the ensuing Annual

General Meeting and is eligible for appointment. Notice under

Section 257 of the Companies Act has been received from a

member signifying his intention to propose the candidature of

Dr. Pradhan for the Office of Directorship.

A brief resume of the director, nature of his expertise in specific

functional areas and names of the Companies in which he

hold directorship as stipulated under Clause 49 of the Listing

Agreement is provided in the Annexure attached to this notice.

Dr. Pradhan is a man of repute in Pune and has got vast

contacts in the industrial circles. The Board feels that his

presence would be beneficial to the company and considers it

desirable to continue to receive the benefit of his advice and

guidance.

The Board commends the resolution for your approval.

None of the directors is concerned/ interested in the aforesaid

resolution.

Item No. 7

Mr. Sudhir Moravekar was appointed as an Additional Non

Executive Director pursuant to Section 260 of the Companies

Act, 1956 and Article 130 of the Articles of Association of the

Company at the meeting of the Board of Directors held on

30th August, 2007.

Mr. Sudhir Moravekar is the promoter of Panoramic Universal

and other group companies. He holds 49.78% of the paid up

share capital of the company. His vision has helped the

Company to create a global presence in the hospitality industry

with hotels in the United States and New Zealand apart from

India. It is felt that his presence on the Board will further

strengthen the company and enable it to become a major

hospitality player. Hence it is proposed to appoint him as an

additional director on the Board.

Under Section 260 of the Companies Act, 1956, Mr. Moravekar

hold office as Director upto the date of the ensuing Annual

General Meeting and is eligible for appointment. Notice under

Section 257 of the Companies Act has been received from a

member signifying his intention to propose the candidature of

Mr. Moravekar for the Office of Directorship.

A brief resume of the director, nature of his expertise in specific

functional areas and names of the Companies in which he

holds directorship as stipulated under Clause 49 of the Listing

Agreement is provided in the Annexure attached to this notice.


Ms. Viidyaa Moravekar, Mr. Siddhartha Moravekar and

Mr. Arun Tari being relatives are deemed to be concerned or

interested in this resolution.

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28

Item No. 8

The Company plans to expand its operations in Hospitality

sector by making further investments in its various businesses

and through mergers and acquisitions, joint ventures,

takeovers and strategic alliances with other companies both

in India and abroad. The Company also intends to venture into

Greenfield Hotel Project and acquired land to build hotels. In

the course of the expansion programmes envisaged, the Board

of Directors of the Company feel the need to raise further

funds for the purpose of capital expenditures and working

capital requirements through the issue of further securities.

Since the promoter group holding is above 55%, purchase of

any single equity shares would trigger the Takeover code as

per the SEBI Guidelines. Hence the promoters propose to

infuse funds into the company through issue of cumulative,

non convertible, redeemable preference shares.

The consent of the Shareholders is being sought pursuant to

the provisions of Section 81(1A) and other applicable

provisions of the Companies Act, 1956 and in terms of the

provisions of the Listing Agreement executed by the Company

with the Stock Exchanges in India where the Equity Shares of

the Company are listed.

Section 81 of the Companies Act, 1956, provides, inter-alia,

that when it is proposed to increase the issued capital of the

Company by allotment of further securities, such further

securities shall be offered to the existing shareholders of the

Company in the manner laid down in Section 81 unless the

Shareholders in a General Meeting decide otherwise.



resolution.

Item No. 9

This resolution relates to a proposal by the Company to issue/

offer and allot Foreign Currency Convertible Bonds/ Equity

Shares/ any securities convertible into Equity Shares/

Securities linked Equity Shares/ Depository Receipts/ Non-

Convertible Debts/ Bonds with or without warrants for an

aggregate value not exceeding Rs. 250,00,00,000/- (Rupees

Two Hundred and Fifty Crores only) (inclusive of premium on

Equity Shares) in the course of international offering. The

proposed utilization of the proceeds includes funding of normal

capital expenditures, for the proposed expansion programmes,

long term working capital requirements, investments/ lending

in overseas subsidiaries of the Company, investment by the

Company in overseas ventures including strategic acquisitions.

The detailed terms and conditions for the offer will be

determined in consultation with the Advisors, Lead Managers

and Underwriters and such other authority or authorities as

may be required to be consulted by the Company considering

the prevailing market conditions and other relevant factors.

The pricing of the international issue will be free market pricing

in accordance with the applicable regulations prevailing from

time to time. Since the pricing of the offering cannot be decided

except at a later stage, it is not possible to state the price or

the exact number of securities or shares to be issued. For

reasons aforesaid, an enabling resolution is being passed to

give adequate flexibility and discretion to the Board to finalise

the terms. Securities issued pursuant to the international

offering would be listed on Luxembourg Stock Exchange and/

or London Stock Exchange and/or Singapore Stock Exchange

and/or other Stock Exchanges outside India and may be

represented by Bonds or Depository Receipts or other

securities outside India.

The Special Resolutions seeks to give the Board powers to

issue securities in such tranche or tranches at such time or

times at such price or prices and to such persons including

institutions and/or incorporated bodies and/or individuals or

otherwise as the Board may, in its absolute discretion, deem

fit.


the provisions of Section 81 and other applicable provisions

of the Companies Act, 1956 and in terms of the provisions of

the Listing Agreement executed by the Company with the

Stock Exchanges in India where the Equity Shares of the

Company are listed.

Section 81 of the Companies Act, 1956 provides, inter alia,


Company by allotment of further shares, such further shares

shall be offered to the existing shareholders of the Company

in the manner laid down in Section 81 unless the Shareholders

in a General Meeting decide otherwise.

The Listing Agreement referred to above provides, that the

Company in the first instance, should offer all shares and

debentures to be issued by the Company for subscription pro-

rata to the Equity Shareholders unless the Shareholders in

General Meeting decide otherwise.

The said Special Resolution, if passed, shall have the effect

of allowing the Board on behalf of the Company to issue and

allot the Securities otherwise than on pro-rata basis to the

existing shareholders.

The Board of Directors believes that such issue is in the

interest of the Company and therefore recommends the

resolution for your approval.


resolution.

Item No. 10

Your Company aims to expand its business activities both in

India and abroad. It proposes to grow through acquisitions,

mergers, joint ventures and strategic alliances, apart from

expanding and upgrading its existing businesses as well as

creating new facilities and expanding its geographical reach

by setting up subsidiaries / branches across the world.

The Board is of the view that to meet the capital expenditure,

working capital requirements, capital expenditure requirements

including acquisitions, it would be advisable / essential to

mobilize funds by way of offer, issue and allotment to the

Qualified Institutional Buyers, the Equity shares / Fully

convertible debentures (FCDs) / partly convertible debentures

(PCDs) and / or any such instrument or security (other than

warrants) convertible into equity shares (either at the option----

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29

of the Company or Holder thereof but not later than 60 months

from the date of allotment) to be subscribed to in any

currency/ies by ‘Qualified Institutional Buyers’ as defined

under Clause 2.2.2B(v) of SEBI (Disclosure and Investor

Protection) Guidelines, 2000, not exceeding Rs. Two Hundred

Crores (inclusive of premium on Equity Shares).

The detailed terms and conditions of the Offer will be

determined in consultation with the Advisors, Lead Managers

and Underwriters and such other authority or authorities as

may be required to be consulted by the Company considering

the prevailing market conditions and other relevant factors.

The Pricing of the Qualified Institutional Placement will be

based on market pricing in accordance of with the provisions

13A.3 of the SEBI (Disclosure and Investor Protection)

Guidelines, 2000, the relevant date for the pricing purpose is

29th August, 2007.

The Special Resolution seeks to give the Board powers to

issue securities to ‘Qualified Institutional Buyers’ as permitted

under Chapter XIII-A of SEBI (Disclosure and Investor

Protection) Guidelines, 2000.


the provisions of Section 81(1A) and other applicable

provisions of the Companies Act, 1956 and in terms of the

provisions of the Listing Agreement executed by the Company

with the Stock Exchanges in India where the Equity Shares of

the Company are listed.







The Listing Agreement referred to above provides, inter-alia,

that the Company in the first instance, should offer all shares

and debentures to be issued by the Company for subscription

pro-rata to the Equity Shareholders unless the Shareholders

in General meeting decide otherwise.



allot the Securities otherwise than on pro-rata basis to the

existing shareholders.


None of the Directors are interested or concerned in the

resolution.

Item No. 11

The Company has been examining various growth

opportunities from time to time in line with its objective of

becoming a global hospitality player. As a part of its future

growth strategy, the Board of Directors are contemplating

various proposals for raising funds. One of the proposal

envisaged is to issue further securities on right basis to existing

equity shareholders of the company. According the Board has

decided to make a right issue of 64,78,750/- Equity shares of

Rs.5/- each at a price of Rs.85/- on a ratio of 1 equity share

for 2 existing equity shares held in the company.







The Listing Agreement referred to above provides, inter-alia,

that the Company in the first instance, should offer all shares

and debentures to be issued by the Company for subscription

pro-rata to the Equity Shareholders unless the Shareholders

in General meeting decide otherwise.



allot the Securities not subscribed by the existing equity

shareholders in favour of those persons to whom the same

has been renounced.


None of the Directors are interested or concerned in the

resolution

Item No. 12

Hitherto, Foreign Institutional Investors (FIIs) could jointly hold

up to 30% of the Equity share capital of your company pursuant

to the resolution passed at the Annual General Meeting held

on 30th September, 2006. Members would have observed the

growing interest of FIIs in various sectors in the country.

Increasing the limit to 40% will enable further investments by

FIIs in the Company and also increase the foreign exchange

inflow into the country. Accordingly, pursuant to the approval

of the Board of Directors of the Company, it is proposed to

increase the ceiling of holding by FIIs in the Equity Share

Capital of the Company to 40%. Approval is accordingly

solicited for fixing the limits as stated above for FIIs and NRIs.

The Board of Directors recommends the new limits for FIIs

and NRIs to the extent as set out in the resolution, for the

approval of the members.


resolution.

By the Order of the Board of Directors


Sd/-

Jaydeep Kurup

Place: Mumbai Company Secretary


Registered Office:

Aman Chambers, 4th floor,

Opp. New Passport Office,

Veer Savarkar Road, Prabhadevi,

Mumbai -400 025

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30

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the following information is furnished about the Directors

proposed to be appointed /reappointed.

BRIEF RESUME OF DIRECTOR SEEKING APPOINTMENT / REAPPOINTMENT

Director appointed since last Annual General Meeting

-------------------------------------------------------------------------------------------------------------------------------------------------------------------

Name of the Director Sudhir Moravekar Arun Pradhan------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date of Birth and 22/08/1952 11/10/1937

Age 55 years 69 years

Date of Appointment August 30, 2007 August 30, 2007

Qualification B.Sc. M.B.B.S , FACP (USA)

Expertise in Specific Functional Areas Vast experience in the various Specialized in Pathology.

fields like Hotels, Clubs, Resorts,

Construction, Information

Technology, Herbal products.

Directorships held in Other Public Companies 1. Pan Herbbo Limited None

2. Panoramic Hotels Limited

3. Pancard Clubs Limited

4. Panoramic Resorts (India) Limited

Memberships / Chairmanships of committees None None

across Public Companies

Shareholding 64,49,802 shares Nil

-------------------------------------------------------------------------------------------------------------------------------------------------------------------

Director reappointed since last Annual General Meeting

-------------------------------------------------------------------------------------------------------------------------------------------------------------------

Name of the Director Siddhartha Moravekar Mehul Parekh------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date of Birth and 19/06/1984 23/03/1978

Age 23 years 29 years

Date of Appointment 11 /04/ 2003 30/09/ 2003

Qualification Bachelor in Business Administration B.Com

Expertise in Specific Functional Areas General Management Specialized in

Secretarial matters

Directorships held in Other Public Companies Pan Herbbo Limited None

Memberships / Chairmanships of Panoramic Universal Panoramic Universal

committees across Public Companies Limited Limited

Shareholding Nil Nil

-------------------------------------------------------------------------------------------------------------------------------------------------------------------

Annexure

31

DirectorsReport

Globally the rate for Travel and Tourism industry during the

year 2006-07 has been extremely good. The world tourism

organization predicted that by 2015 India will receive 25 mn

tourists. The rapid Growth of Tourism and Air line industry

has had a very positive impact on the Hospitality Industry.

Revenue from Hospitality sector

Income from Hospitality business has increased to Rs. 129.55

lacs from Rs 92.76 lacs in the previous year witnessing a growth

of 39.67 %. The rise in the hospitality income can be attributed

to operational and cost minimization strategies across the

entire value chain in our hotels.


India is recognized as the premier destination for offshore

technology services. According to a Fact Sheet on the Indian

IT Industry recently published by NASSCOM, the total

combined Indian IT services and IT-enabled services export

market in fiscal 2006 was nearly $24 billion and is estimated

to be approximately $31 billion in fiscal 2007. A report

published by NASSCOM-KPMG in 2004 indicated that the

total Indian IT services and IT-enabled services export market

is projected to grow to $49 billion by 2009.

Revenue from Information Technology sector

Revenue from the IT segment has increased from Rs. 2092.15

lacs to Rs.2579.55 lacs in reporting fiscal. Total export stood

at Rs. 2555.70 lacs as against Rs. 2049.05 lacs in previous

year. The revenue from DTA sales stood at Rs.1.60 lacs as

against Rs. 4.26 lacs in previous year. The Company enjoys

STPI registration under which the entire profit in respect of IT

activities is exempted.

Consolidated Revenue - Panoramic Universal Ltd

Revenue :

The consolidated revenue has increased by 58.04% in the

financial year 2006-07 to Rs 13,319.00 lacs from Rs 8427.56

lacs. The total income from Hospitality business has shown

impressive growth of 21.02 % to Rs 5479.49 lacs from Rs

4527.69 lacs . On the other hand income from IT activities

has grown by 23.30 % to Rs. 2579.55 lacs from Rs 2092.15

lacs.

Profit & Loss Account :

Consolidated net profit for the financial year ended 31.03.07

has grown by 147.58 % to Rs 3282.77 lacs from Rs 1325.94

lacs.----

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---TO THE MEMBERS

The Directors of your Company are pleased to present

Sixteenth Annual Report of the Company for the financial year

ended 31st March 2007.

FINANCIALS

(Rs. in lacs except earning per share data)---------------------------------------------------------------------------------

31.03.2007 31.03.2006---------------------------------------------------------------------------------

Total Revenue 2820.61 2223.37

Total Expenditure 1611.25 1309.73

PBT 1209.36 913.64

PAT 1207.16 912.67

Appropriations

Proposed Dividend 129.58 77.75

Dividend Tax 22.02 10.90

Transferred to General Reserve 100.00 50.00

Profit carried to Balance Sheet 2539.54 1584.57

Earning per share (F.V. Rs. 5/- each) 9.32 7.04--------------------------------------------------------------------------------

OPERATING RESULTS AND PROFITS

Your Company has shown robust performance during the year

ended 31.3.2007. Total Income for the year ended 31.03.07

increased to Rs. 2820.61 lacs from Rs. 2223.37 lacs in the

previous year registering a growth of 26.86 %. Income from IT

activities grew 23.30 % to Rs 2579.55 lacs from Rs. 2092.15

lacs whereas Hospitality Income grew 39.67 % in the reporting

year to Rs 129.55 lacs as against 92.76 lacs in the previous

fiscal. Net profit also rose by 32.27 % to Rs.1207.16 lacs from

Rs. 912.67 lacs. Hospitality was the major growth driver for

the year 2006-07 as a result of the Company’s renewed focus.

BUSINESS OVERVIEW

Hospitality :

India’s buoyant economy and its continued growth in business

and leisure travel are driving strong growth in tourism. This

has been helped by lower airfares and an emerging middle

class keen to travel for the first time. The number of domestic

tourists in India is expected to reach 750 mn in 2010 from 364

mn in 2004. As international tourist arrivals in India are also

rising rapidly up to 10 mn by 2010 and there is prediction that

the country will need between 400,000 and 900,000 additional

branded hotel rooms in the next 5 years.

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----Earning Per Share.

EPS for the year ended 31.03.07 has impressively grew to Rs

25.33 from 10.23 for the previous year.

DIVIDEND

The Board of Directors of your Company are pleased to

recommend a dividend of 20% (Rs.1/- per share) for the year

ended 31st March, 2007. Dividend, if declared at the ensuing

annual general meeting, will be paid within statutory time limit.

LISTING OF SHARES

The equity shares of your company are listed both on Bombay

Stock Exchange (BSE) and National Stock Exchange of India

Limited (NSE).

FIXED DEPOSIT

Your Company has not accepted any deposit from the public

during the previous financial year.

REPORT ON CORPORATE GOVERNANCE

According to clause 49 of the Listing Agreement, reports on

Management Discussion & Analysis, Corporate Governance

as well as Auditors’ Certificate regarding the compliance with

the conditions of corporate governance are attached herewith

and forms part of this Annual Report.

CHANGES ON THE BOARD

Resignation

During the financial year the Board received a letter from

Mr. Bhupendra Manibhai Patel expressing his desire to resign

from the office of directorship due to his busy schedule.

Accordingly the Board at its meeting held on 21st February,

2007, accepted the resignation of Mr. Patel and appreciated

the services rendered by Mr. Patel during the tenure of his

directorship.

Appointments/ re-appointments at the ensuing annual general

meeting

In terms of Section 255, 256 and 257 of the Companies Act,

1956, and in accordance with Articles 142 and 143 of Articles

of Association of the Company, Mr. Siddhartha Moravekar

and Mr. Mehul Parekh retire at the forthcoming annual

general meeting and being eligible offer themselves for

appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the

Companies Act, 1956, with respect to Directors’ Responsibility

Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the

financial year ended 31st March, 2007, the applicable

accounting standards have been followed along with

proper explanations relating to material departures;

2. that the Directors have selected such accounting policies

and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give

a true and fair view of the state of affairs of the Company

at the end of the financial year and of the profit of the

Company for the year ended 31st March, 2007;

3. that the Directors have taken proper and sufficient care

for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,

1956 for safeguarding the assets of the Company and

for preventing and detecting frauds and other

irregularities;

4. that the Directors have prepared the accounts for the

financial year ended 31st March 2007 on a ‘going concern’

basis.

SUBSIDIARIES

At the end of the year under review, the Company has 7

subsidiary companies spread across the globe and also in India.

The abovementioned 7 companies include 2 companies which

are subsidiary of Panoramic Universal Ltd.’s subsidiary

company – Panoramic Ace Properties Inc. located in the United

States.

During the financial year, the Company acquired 100% stake

in two group companies – Enya Technologies Private Limited

and Ambitious Infrastructure Private Limited for setting up

various projects.

The Company had pursuant to the provisions of Section 212

(8) of the Companies Act, 1956 (the Act), filed an application

with the Ministry of Corporate Affairs seeking exemption from

attaching a copy of the Balance Sheet, Profit and Loss

Account, Directors’ Report and Auditors’ Report of the

subsidiary companies and other documents required to be

attached under Section 212(1) of the Act, with the Balance

Sheet of your Company. The necessary approval from the

Ministry of Corporate Affairs was received vide their letter

no. 47/366/2007-CL-III dated August 10, 2007. Accordingly,

the said documents related to subsidiaries are not being

attached with the Annual Report of your Company. The

accounts of the subsidiary companies are not separately

included in the Annual Report. However, the Consolidated

Financial Statements of the Subsidiaries, Joint Ventures and

Associates, in accordance with relevant Accounting Standards

of the Institute of Chartered Accountants of India, duly audited

by the Statutory Auditors, form a part of the Annual Report

and are reflected in the consolidated accounts. The Accounts

of the subsidiary companies are open for inspection by any

Members/ Investors at the registered office of the Company.

AUDITORS

M/s. H. H. Topiwala & Co., Chartered Accountants, Auditors

of the Company who retire at the forthcoming Annual General

Meeting are eligible for re-appointment and have expressed

their willingness to accept office as such. They have given a

certificate to the effect that the re-appointment, if made, would

be within the limits prescribed under Section 224(1B) of the

Companies Act, 1956.

33

PARTICULARS OF EMPLOYEES

The Company has no employee drawing the salary/

remuneration in excess of the limits specified under section

217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, RESEARCH &

DEVELOPMENT, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (1)(e) of

Section 217 of the Companies Act, 1956, read with the

Companies (Disclosure of Particulars in the report of Board

of Directors) Rules, 1988, are set out in Annexure-A, forming

part of this report.

ACKNOWLEDGEMENT

The Board desires to place on record, its appreciation to its

employees at all levels, who during the year under review,

with sustained dedicated effort, enabled the Company to

deliver a good all-round performance.

Your Directors also wish to place on record their appreciation

and acknowledge with gratitude the support and co-operation

extended by the clients, bankers and investors and look

forward to their continued support.

Your Directors thank the Software Technology Parks of India,

Navi Mumbai, the Reserve Bank of India and all other

government departments / agencies for their support and look

forward to their continued patronage in future.

For and on behalf of the Board of Directors

Viidyaa Moravekar

Place: Mumbai Chairperson & Managing Director

Date: August 30, 2007----

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34

It has been the endeavour of the Company to increase

its presence in the export market by appointing new

marketing partners across various regions. These partners

have good knowledge of the local market and they help

the Company to explore its potential markets. The

particulars of foreign exchange earned and utilized during

the year are as under:-

Earnings in Foreign Rs.2603.11 lacs

Exchange (including Rs.47.40 lacs

towards refund of loan

from subsidiary)

Foreign Exchange Rs.746.96 lacs

outgo (including investment of

Rs. 646.90 lacs to WOS

abroad)

For and on behalf of the Board of Directors

Viidyaa Moravekar

Place: Mumbai Chairperson & Managing Director


Particulars required under the Companies (Disclosure of

Particulars in the Report of the Board of Directors Rules, 1988.

1. Conservation of energy

The Company continues its endeavour to improve energy

conservation and utilization. The operations of your

company do not consume high levels of energy. The

computer systems installed are designed for low power

consumption and in line with the latest technologies. As

the cost of energy consumed by the Company forms a

very small portion of the total costs, the impact of changes

in energy cost on total costs is insignificant.

2. Research & Development (R & D)

There was no specific Research & Development activity

during the year under consideration.

3. Technology absorption, adaptation and innovation

No technology has been imported, adapted and innovated

by the Company during the year.

4. Foreign Exchange earnings and outgo

Annexure to theDirectors Report

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35

In line with the international practice, Panoramic Universal

Limited (PUL) has been reporting consolidated results taking

into account the results of its Subsidiaries, Joint Ventures

and Associates (together referred to as “the Group”). This

discussion, therefore, covers the financial results and other

Group developments during April, 2006 to March 2007, in

respect of the Group.

Some statements in this discussion describing the projections,

estimates, expectations or outlook may be forward looking.

Actual results may however, differ materially from those stated

on account of various factors such as changes in Government

Regulations, Tax Regimes, Economic Developments within

India and the countries within which your Company conducts

its business, exchange rates and interest rates fluctuations,

impact of competition, demand and supply constraints.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Tourism & Hotel Industry - Global Overview

The Tourism industry is a powerful instrument of economic

transformation, having contributed to the turnaround and

growth of several economies around the world.

Notwithstanding periodic, setbacks, tourism continues to be

the world’s largest and fastest growing industry. There is a

growing appreciation of the significance of the tourism and

hotel industry in contributing to the important national goals

of employment generation and foreign exchange earnings.

The global growth rate for Travel and Tourism Industry during

the year 2006-07 has been extremely good with Tourism

growing significantly during this period. The forecast for this

Industry globally over the next ten years is positive. While

2005-06 had brought about buoyancy and further

consolidation, in the year 2006-07, there has been significant

growth trends witnessed globally. The Travel and Tourism

Industry grew by 8.2% in South Asia. 6.9% in Sub Saharan

Africa, 6.6% in North East Asia and by 6.3% in South East

Asia.

As per the World Travel and Tourism Council (WTTC) Report

released in 2007, travel and tourism is currently one of the

World’s largest economic activities. Not only it is the leading

industry in many countries, it is the fastest growing economic

sector in terms of job creation worldwide. In 2006, the sector

generated 10.3% of the World Gross Domestic Product (GDP)

providing 234 million jobs which translated to 8.2% of the total

world employment.

The tourist arrivals in India touched 4.44 million during the

calendar year 2006. This reflected continued buoyancy in

foreign tourist arrivals and the number is expected to go up to

10 million by 2010.

Tourism & Hotel Industry - Indian Economy

Indian buoyant economy and its boom in business and leisure

travel are driving strong growth in tourism. This has been

helped by lower airfares and an emerging middle class keen

to travel. In the Indian context, growth in the tourism and hotel

sector is a sure and fast means of employment generation

across a spectrum of skills. This sector can therefore contribute

significantly to the larger national goal of inclusive economic

growth.

With the GDP growth forecast around 9%, and the rate of

investments and savings going up, the Indian economy is

showing signs of sustained growth. The business outlook for

the year ahead is expected to be positive. The general

economic conditions remain bullish for the coming year. There

has been a sharp rise in the rate of investment in the economy.

The rate of Gross Domestic Capital Formation (GDCF) for

2007-08 is 33.8%. This sharp increase in the rate of GDCF

reinforces the outlook for continued growth and business

optimism.

The service sector growth has continued to be broad based.

Among the three sub sectors of the service sector, namely

Trade, Hotels Transport and Communication Services,

significant growth rates were witnessed during 2006-07. Each

of these sub sectors continued to boost the overall growth

rate of the service sector by growing at double digit rates for

the fourth successive year. The Airline Industry registered rapid

growth with several new flights being commissioned and new

sectors added. The overall passenger movement in the country

grew by 33% and 9 out of the top 45 Airports registered a 50%

growth. The rapid growth in the tourism and airline industry

has had a very positive impact on the Hospitality industry.

The Government has proposed to increase the provision for

building tourist infrastructure from Rs. 423 crores in 2006-07

to Rs. 520 crores in 2007-08. The Government has recognized

the need for more hotel rooms in the wake of the Common

Wealth Games planned in Delhi in 2010 and given certain fiscal

concessions for specified category of Hotels in and around

Delhi.

The WTTC Report released in 2007 acknowledges India as a

major tourist destination on account of several positive factors

like cultural endowments, presence of several World Heritage

Sites, excellent price competitiveness, low ticket taxes and

airport charges, welcoming attitude towards foreign travelers

etc.

Management Discussionand Analysis

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36

Tourism & Hotel Industry - U.S. Economy

A familiar pattern repeated itself in 2006 – strong gains in

hotel revenues surpassed significant expense growth, which

resulted in double-digit increases in unit level hotel profits

ADR Drives Revenue

With most markets achieving occupancy levels at or above

their long term average, it was expected that ADR growth

would begin to dominate revenue growth. Such was the case

in 2006.

An 8.3 percent gain in average room rates (ADR) was the

main driver of the 8.2 percent increase in total revenue for

the properties in the Trends survey. The 8.3 percent growth

rate was the strongest annual increase in ADR observed since

1996. Concurrently, occupancy rose just 0.4 percent. The

net result was an 8.8 percent gain in rooms revenue or RevPAR.

In 2006, hotels also enjoyed the benefit of increased revenue

from sources other than the rental of guest rooms. Food and

beverage revenues grew 7.1 percent, while sales in other

operated departments (gift shop, golf, spa, movies, parking

etc...) increased 5.9 percent.

Profit Growth For All

With revenue expanding at a greater pace than expenses, hotel

operating profits increased 13.3 percent in 2006. Fortunately

for hotel owners and operators, all property types enjoyed

healthy gains on the bottom-line.

Full-service and all-suite hotels achieved the greatest gains

in profits among the five property categories covered in our

Trends survey. These property types enjoyed profit gains of

15.9 percent and 15.2 percent respectively. Limited-service

and convention hotels saw their bottom-lines’ surge by 10.8

percent, while resorts achieved a profit increase of 9.6 percent.

Financials of US hotel Industry

Based on statistics compiled by Smith Travel Research (STR),

the U.S. hotel industry

generated $133.4 billion in total revenues and $26.6 billion in

profits. Both numbers are industry records. Revenues

increased by 8.7% from $122.7 billion generated in 2005 and

profits increased 17.9%, up from $22.6 billion last year.

The Future Outlook

The near-term outlook for the U.S. lodging industry remains

favorable. However, it is unrealistic to expect profit growth

to continue on a double-digit pace. More hotel projects are

starting to move through the development pipeline and into

the construction phase. In addition, we are starting to observe

some degree of rate resistance among corporate travel

executives, meeting planners, and gas-gouged leisure

travelers. We do not foresee an industry recession anytime

soon, but revenue and profit increases more in line with long-

term averages is most likely.

(Source: - P.K.F. Hospitality Research – 2007 & Smith Travel Research & the

Bench of Global Hospitality -2007)

OPPORTUNITIES

Your Company is poised strategically to take advantage of:

• Rapidly growing market in India, United States of America

and key gateway cities in source-market destinations.

• Expansion in international destinations with top-of-the-

line luxury and leisure properties.

• Meeting growing demand in the budget and mid-market

segments.

• Growth in the travel & tourism business to offer better

sales and margins.

Key initiatives taken by your Company during the year are

discussed in a separate section.

THREATS

The threats identified by your Company are related mainly to

the markets in which your Company operates and general

factors related to the tourism industry. Significant among these

are:

• Appreciating Indian Rupee vis-â-vis the US Dollar

resulting in lower realisation on foreign exchange

earnings.

• Cheaper international airfares increasing affordability of

travel to international destinations, especially South East

Asia, Europe and Australia.

• Growing presence of international hospitality chains

competing in the luxury and business segments to meet

excess demand situation.

• Escalating real estate prices which increase the cost of

building new hotel projects.

• Shortage of skilled manpower. Attracting and retaining

talent is a major concern which leads to increase in

operating costs.

SEGMENT WISE PERFORMANCE


Revenue from the IT segment has increased from Rs.2092.15

lacs to Rs. 2579.55 lacs in reporting fiscal. Total export stood

at Rs.2555.70 lacs as against Rs. 2049.06 lacs in previous

year. The revenue from DTA sales stood at Rs. 1.60 lacs as

against Rs.4.26 lacs in previous year. The Company enjoys

the STPI registration under which the entire profit is exempted

in respect of IT activities.

Hospitality

Income from Hospitality business has increased to Rs.129.55

lacs from Rs. 92.76 lacs in the previous year witnessing a

growth of 39.66 %. The rise in the hospitality income can be

attributed to operational and cost minimization strategies

across the entire value chain in our hotels, both in US and

India.----

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37

OUTLOOK

On the backdrop of a successful year, the outlook for the hotel

industry in the coming year remains bullish. With the number

of tourist arrivals expected to go upto 10 million by 2010, the

interest in India as a leisure destination has tremendously gone

up. This will drive tourist traffic into India. Further, the general

economic conditions in most industrial sectors remain bullish

for the coming year. This will drive business travel into India

which will benefit the hotel industry. Certain major events like

the Commonwealth Games planned in Delhi in 2010 would

require addition to the additional inventory of rooms which

would again help the hotel industry.

Your Company would aggressively pursue its strategy both in

the domestic as well as the international market at different

price points from the Smart Basic Hotels to the luxury

segments. With its leadership position in most markets in the

luxury and leisure segments, your Company expects to achieve

sustainable and profitable growth in the coming years.

RISKS & CONCERNS

Industry Risk

General economic conditions

Hotel business in general is sensitive to fluctuations in the

economy. The hotel sector may be unfavorably affected by

changes in global and domestic economies, changes in local

market conditions, excess hotel room supply, reduced

international or local demand for hotel rooms and associated

services, competition in the industry, government policies and

regulations, fluctuations in interest rates and foreign exchange

rates and other natural and social factors. Since demand for

hotels is affected by world economic growth, a global recession

could lead to a downturn in the hotel industry.

Socio-political risks

In addition to economic risks, your company faces risks from

the socio-political environment, internationally as well as within

the country and is affected by events like political instability,

conflict between nations, threat of terrorist activities,

occurrence of infectious diseases, extreme weather conditions

and natural calamities, etc. which may affect the level of travel

and business activity.

Company specific Risks

The Company specific risks remain by and large the same as

enumerated last year. These are:

Dependence on USA

A significant portion of your Company’s consolidated revenues

are realised from its US operations, making it susceptible to

US socio-political and economic conditions.

Dependence on the high-end Luxury segment

US hotels contribute a significant proportion of the total

revenue and earnings of your Company. This segment is

affected by the local American as well as international events

and travel behaviour and suffers from high operating leverage.

Competition from International Hotel Chains

The Indian subcontinent, South East Asia and Asia Pacific with

high growth rates have become the focus area of major

international chains. Several of these chains have announced

their plans to establish hotels to take advantage of the demand

supply imbalance. These entrants are expected to intensify

the competitive environment.

Recent trend of increase in the cost of land available for

greenfield hotel projects affect the viability of the projects.

High Operating Leverage

The industry in general has a high operating leverage which

has further increased with on-going renovations and product

upgrades. However, it has been observed that your Company

has been able to earn higher revenues with acceptance of its

products in the market and improved economic conditions.

Foreign exchange fluctuation risks

Your Company has a significant exposure to currency

fluctuations with a large portion of its revenue denominated

in foreign currency, particularly US Dollars. Appreciation of

the Indian Rupee against foreign currencies may affect

realisation of foreign currency sales.

Risk mitigation Initiatives

Your Company employs various policies and methods to

counter these risks effectively, as enumerated below:

• To reduce the geographical and economic risk, your

Company is looking at increasing its presence in Indian

key cities.

• To counter the increase in costs of land, your company

has plans for several mixed-use projects which lead to

lowering of break even period of projects and cash flow.

INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY

Your Company has reviewed internal controls and its

effectiveness through the internal audit process. Internal

audits were undertaken for every operational Unit and all major

corporate functions under the direction of the Group Internal

Audit department. The focus of these reviews are as follow:

• Identify weaknesses and areas of improvement

• Compliance with defined policies and processes

• Safeguarding of tangible and intangible assets

• Management of business and operational risks

• Compliance with applicable statutes

The Audit Committee of the Board oversees the adequacy of

the internal control environment through regular reviews of

the audit findings and monitoring implementations of internal

audit recommendations through the compliance reports

submitted to them.

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38

FINANCIAL PERFORMANCE WITH RESPECT TO

OPERATIONAL PERFORMANCE

The Annual Report contains Financial Statements of your

Company, both on a stand-alone and consolidated basis. An

analysis of the financial affairs is discussed below under

summarised headings.

Results of Operations – PUL

Revenues:

Income increased by 26.86% from Rs. 2223.37 lacs to

Rs. 2820.61 lacs in the year 2006-07. Income from

Information Technology business increased by 23.30% from

Rs. 2092.15 lacs to Rs. 2579.55 lacs and Income from

Hospitality business increased by 39.67% from Rs. 92.76

lacs to Rs. 129.55 lacs.

Operating Expenses

The total operating expenditure increased by 21.34% from

Rs. 1242.67 lacs to Rs. 1507.90 lacs in the year 2006-07. Your

Company has employed various cost cutting measures to

ensure that the operating cost remain low. Cost of raw

materials consumed and other direct expenses were in line

with the increased volume of business.

Earning before Interest, Depreciation, Tax and

Amortization (EBITDA)

The EBITDA of Rs. 1295.08 lacs for the current financial year

is higher by 36.83 % over the EBITBA of Rs. 946.50 lacs of the

previous financial year.

Interest & Finance Cost

The Interest and Finance Cost has increased by Rs. 41.08 lacs

as compared to the previous year due to borrowings from bank

for purchase of Office Premises and Vehicles.

Profit after Tax

Profit after Tax for 2006-07 increased by 32.27% in the year

2006-07 from Rs. 912.67 lacs to Rs. 1207.16 lacs.

Earning Per Share

Earning per Share has increased by 32.39 % from Rs. 7.04 to

Rs. 9.32 in the year 2006-07.

Results of Operations – PUL Consolidated Results

The Consolidated results reflect the performance of the

Company as a whole taking into consideration the

performance of its hotel properties located abroad and

owned by the subsidiaries. The synopsis of your Company’s

results consolidated with those of its subsidiaries are given

below:-

Revenues

The Consolidated Total income increased by 58.04 % in the

financial year 2006-07 from Rs. 8427.56 lacs to Rs. 13318.99

lacs. The total income from Hospitality Business has shown

an impressive growth of 21.02 % from Rs. 4527.69 lacs to

Rs. 5479.49 lacs. On the other hand income from IT Business

has grown by 23.30 % from Rs. 2092.15 lacs to Rs. 2579.55

lacs clearly indicating the change in focus of the Company

towards the hotel business.

Profit & Loss Account

Consolidated Net Profit for the financial year ended 31.3.07

has grown by 147.58 % from Rs. 1325.94 lacs to Rs. 3282.77

lacs.

Consolidated Earning Per Share

Consolidated Earning per Share for the year ended 31.3.07 has

improved to Rs. 25.33 from Rs. 10.23 for the previous year.

HUMAN RESOURCES AND INDUSTRIAL

RELATIONS

Your Company strongly believes that efficient and empowered

employees play a key role in the growth of the organization.

Motivation and commitment of front level employees are

critical for our operational success and our training and

development efforts are directed towards it. To achieve high

levels of customer satisfaction, it is very essential to nurture

a congenial work climate by ensuring a safe, healthy and secure

work environment for all employees.

The key initiatives implemented by the Human Resources

Department include sponsoring the employees for training

programs and seminars to enhance the skill set of the

employees. This apart from benefiting the Company in terms

of better productivity also creates a sense of belongingness

to the employees who appreciate such efforts of the Company.

Industrial relations throughout the year were cordial at all

hotels and operating units of your Company.

The Company had 53 employees on its rolls as on 31.03.2007.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis

describing the Company’s objective’, projections, estimates,

expectations may be “forward-looking statements” within the

meaning of applicable securities laws and regulations. Actual

results could differ materially from those expressed or implied.

Important factors that could make a difference to the

Company’s operations include economic conditions affecting

demand/supply and price conditions in the domestic and

overseas markets in which the Company operates, changes

in the Government regulations, tax laws and other statutes

and incidental factors.----

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39

1. COMPANY’S PHILOSOPHY

Corporate Governance has become an integral part of

the business aligning the organization to the best

international practices of good governance. Corporate

Governance is all about commitment to values and ethical

business conduct. It is all about how an organization is

managed. The Company’s activities are carried out in

accordance with good corporate practices and the

Company is constantly striving to better them and adopt

the best practice. It is firmly believed that good

governance practices would ensure efficient conduct of

the affairs of the Company and help the Company achieve

its goals in maximizing value for all its stakeholders.

Ensuring total transparency in operations and inspiring

the confidence and trust of stakeholders are of paramount

importance to the Company.

The company is in full compliance with the requirements

of the revised guidelines on Corporate Governance

stipulated under Clause 49 of the Listing Agreement with

the Stock Exchanges.

2. BOARD OF DIRECTORS

The Board should have an optimum combination of

Corporate GovernanceReport for the year 2006-07

Executive and Non Executive Directors and atleast 50%

of the Board should comprise of Non – Executive

Directors. Further, atleast one-third of the Board should

comprise of Independent directors if the Chairman is Non

executive and atleast half of the Board should be

independent in case of an Executive Chairman. Also a

Director shall not be a member in more than ten

committees or act as Chairman of more than five

committees across all companies in which he is a director.

As at 31st March, 2007 the Board comprises of 8 directors,

out of which 6 are Non-Executive Directors. The Board is

headed by an Executive Chairperson and comprises of 4

Independent directors. The aforesaid composition of the

Board is in conformity with Clause 49 of Listing

Agreements entered into with the Stock Exchanges.

The Company does not pay any compensation to its Non

Executive Directors.

During the period under review, nine Board Meetings

were held viz: 29th April, 2006, 3rd July, 2006, 28th July,

2006, 30th August, 2006, 18th October, 2006, 22nd

December, 2006, 22nd January, 2007, 21st February, 2007

and 27th March, 2007. The maximum time gap between

two Board Meetings did not exceed four months.

Constitution of the Board and category of Directors

Name of Director Category Attendance No. of Committee Positions Share

Directorship in holding

other Companies

#

Board Last AGM Chairman Member

Sudhir Moravekar * NEC N.A. N.A. 4 None None 64,49,802

Shares

Viidyaa Moravekar MD 9 Yes 8 None None Nil

Arun Tari WTD 3 No None None 1 Nil

Siddhartha Moravekar NENI Nil No 1 None 1 Nil

Mehul Parekh NEI 9 Yes 1 3 None Nil

Hemlata Sawant NEI 9 No 1 None 2 Nil

Vilas Mitbawkar NEI 9 No 1 None 2 Nil

Abeezar Faizullabhoy NEI Nil No None None None Nil

Vilas Wakharkar NENI Nil No None None None 10 Shares

Bhupendra Patel @ NEI Nil No None None None Nil

Arun Pradhan * NEI N.A. N.A. None None None Nil

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NEC Non-Executive Chairman NEI Non- Executive & Independent Director

MD Managing director # Directorship in other companies excludes directorship in private and foreign companies

WTD Whole Time Director @ Bhupendra Patel resigned from the Board w.e.f. 21-02-2007.

NENI Non-Executive Non-Independent Director * Appointed as an Additional Director in the meeting of Board of Directors dated 30.08.2007

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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40

None of the Directors is a member of more than ten

committees or acts as a Chairman of more than five

committees across all the companies in which he/ she is a

director. However, for this purpose, only two committees viz.

Audit Committee and Share Transfer and Investor Grievance

Committee have been taken into account.

The Board periodically reviews compliance report of all laws

applicable to the Company as well as steps taken by the

Company to rectify instances of non compliances.

The Company has adopted a Code of Conduct for its Directors

and Senior Management Personnel. All the Directors and

Senior Management Personnel of the Company have affirmed

compliance with the Company’s Code of Conduct.

Panoramic Universal’s Code of conduct

The Code of Conduct is also displayed on the Company’s web

site – www.panoramicuniversal.com.

Board Members and Senior Management Personnel shall

affirm compliance with this Code on an annual basis as at the

end of each financial year of the Company.

Any breach of the aforesaid Code shall be brought to the notice

of the Compliance Officer or any member of the Board or

Senior Management and shall be reported to the Board of

Directors of the Company for necessary action.

Declaration by the CEO of the Company under

Clause 49 of the Listing Agreement regarding

adherence to the Code of Conduct.

In accordance with sub-clause 1 (D)of Clause 49 of the Listing

Agreement with the Stock Exchanges, I hereby confirm that

all the members of the Board and Senior Management

Personnel of the Company have affirmed compliance with the

Code of Conduct for the financial year ended 31st March, 2007.

Place: Mumbai Viidyaa Moravekar

Date : August 30, 2007 Managing Director

3. AUDIT COMMITTEE

A qualified and Independent Audit committee shall be

set up and should meet at least four times in a year and

not more than four months shall elapse between two

meetings. The Audit committee shall have minimum three

directors as members, with two-thirds of its members

being independent directors. All members of audit

committee shall be financially literate and at least one

member shall have accounting or related financial

management expertise. The Chairman of the Audit

committee shall be an independent director and shall be

present at Annual General Meeting to answer shareholder

queries. The Company Secretary shall act as the

Secretary to the committee.

Your Company has an Audit Committee at the Board level

which acts as a link between the Management, the

Statutory and Internal auditors and the Board of Directors

and oversees the financial reporting process. The

Committee performs the functions enumerated in Clause

49 of the Listing Agreement and Section 292A of the


Composition:

The Compensation/Remuneration Committee has been

constituted by the Board and it comprises following Non-

executive Independent Directors

Chairman : Mr. Mehul Parekh

Members: Mr. Vilas Mitbawkar and

Ms. Hemlata Sawant

4. REMUNERATION COMMITTEE

The Company has set up a Remuneration Committee in

terms of Clause 49 of Listing Agreement and Schedule

XIII to the Companies Act, 1956 which consists of 3

directors. The committee is headed by an Independent

Director Mr. Mehul Parekh. The main function of the said

committee is to determine the remuneration payable to

the Directors.

Composition :

• Chairman : Mr. Mehul Parekh

• Members : Mr. Vilas Mitbawkar and

Ms. Hemlata Sawant

• Functions & Terms of Reference

The broad terms of reference of the Remuneration

Committee of the Company are as follows:

• To institute and guide global employees

compensation and benefit policies;

• Appraisal of the performance of the Executive

Directors;

• To determine and recommend to the Board,

compensation payable to Executive Directors;

• To formulate and administer the Company’s

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Details of Audit Committee Meetings

During the year, five meetings of the Audit Committee were held and the attendance were as follows: -

Sr. No Name of the Member Dates of Audit Committee Meetings and attendance

29.04.06 28.07.06 30.08.06 18.10.06 22.01.07

1. Mehul Parekh-Chairman � � � � �

2. Hemlata Sawant � � � � �

3. Vilas Mitbawkar � � � � �

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41

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employee stock option programs if any, from

time to time.

• Details of Remuneration Committee

Meetings

The particulars of the meeting attended by the

members of the Remuneration Committee and the

date of the meeting held during the financial year

2006-07 are given below:

Name of Member No. of Meetings Date of Meeting

Held Attended

Mehul Parekh 1 1

Vilas Mitbawkar 1 1 21st August, 2006

Hemlata Sawant 1 1

---------------------- ----------------------------------------------------------

Remuneration Policy

The Remuneration Committee has the powers to determine

and recommend to the Board the amount of remuneration,

including performance-linked bonus and perquisites, payable

to the Managing Director and Whole-time Directors. The

recommendations of the Committee are based on evaluation

of the performance of Managing Director and Whole-time

Director on certain parameters, as laid down by the Board as

part of the self-evaluation process and Company’s Rules /

Policies. In terms of the guidelines, the Company ensures that

the remuneration by way of salary and other allowances and

monetary value of perquisites should be within the overall limit

as specified under the Companies Act, 1956. In the event of

absence or inadequacy of Net profits in any financial year, the

remuneration payable to the managerial person(s) shall be

governed by Section 2 of Part II of Schedule XIII of the

Companies Act, 1956 or any modification thereto.

Details of remuneration paid to the executive directors of the Company during the year under report are as under:

Remuneration including Allowances (Rs. In ‘000)

-----------------------------------------------------------------------------

Name of Salary Perquisites Commission Retirement Service Contract & Stock option

the Director and Benefits Notice period

Allowances

Viidyaa Moravekar 1,815 — 1,219 240 Valid w.e.f. 1.12.2005 for a period of

three years with an option to

terminate the same by either party

by giving 30 days’ notice Nil-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Arun Tari 327.9 — — 37.58 Valid w.e.f. 01.12.2006 with an

option to terminate the same by

either party by giving 30 days’ notice Nil

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Non Executive Directors do not receive any compensation from the Company.

None of the Non Executive Directors have any pecuniary relationship or transaction with the Company.

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5. SHARE TRANSFER AND INVESTORS’

GRIEVANCE COMMITTEE

Composition, Meetings and Attendance

Share Transfer and Investor Grievance Committee

comprises of 3 directors. The Committee is headed by

the Non Executive Director, Mr. Mehul Parekh.

Mr. Jaydeep Kurup - Company Secretary, is the

Compliance Officer.

The Committee reviews matters including the transfer,

transmission of shares, mailing of annual reports,

payment of dividend, communication with members,

transfer of unclaimed amounts to Investor Education and

Protection Fund, dematerializations of shares and other

depository related activities, regulatory compliances,

etc.

The Committee monitors operations of the Investors’

services department and encourages its team members

to provide qualitative services and ensures expeditious

redressal of investor grievances.

Details of the Investors’ Grievances Committee

Meetings

During the year, Thirteen Investors’ Grievances Committee

Meetings were held and the details of attendance were as

follows:-

Name of Director No. of Meetings

Held Attended

Mehul Parekh - Chairman 13 13

Siddhartha Moravekar 13 0

Arun Tari 13 13

--------------------------------------------------------------------------------

The status of investor complaints received during

the year are given below:-

Number of complaints Nature of Number of Number of

received during complaints complaints pending

the year solved Complaints

Share Transfer/

Transmission 0 0 0

Dividend 3 3 0

Others 1 1 0

Total 4 4 0

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42

6 GENERAL BODY MEETINGS

Details of Annual General Meetings held during

3 previous financial years

--------------------------------------------------------------------------------

Year Date and Venue Special Business

Time

--------------------------------------------------------------------------------

2005-06 30.09.2006 Hotel Kohinoor • Issue of Securities

12.00 Noon Park , Veer thru ADR/GDR/

Savarkar Marg, FCCB etc.

Opposite • Raising of

Siddhivinayak resources by way

Temple, of Qualified

Prabhadevi, Institutional(s)

Mumbai – Placement(s).

400 025

--------------------------------------------------------------------------------

2004-05 30.09.2005 114, Kalyandas • Revision of

11.30 a.m. Udyog remuneration of

Bhavan, the Managing

Near Director.

Century • Issue of Convertible

Bhavan, warrants on

Prabhadevi, preferential basis.

2003-04 29.12.2004 Mumbai - • Appointment of M.D.

11.30 a.m. 400 025 • Holding Place of Profit.

--------------------------------------------------------------------------------

Postal Ballot

Details of the Special Resolution passed by the Company

through the Postal Ballot:

1) Special Resolution passed through Postal Ballots

during the financial year 2006-07:

Special Resolution under section 17 of the

Companies Act, 1956 was passed to alter the Main

Object clause of the Memorandum of Association

of the Company, to alter the Other Object clause of

Memorandum of Association of the Company and

also to Increase the Authorised Capital of the

Company from Rupees Twenty five crores to Rupees

Seventy five crores.

2) Procedure for Postal Ballot:

The procedure prescribed under Section 192A of the

Companies Act, 1956 read with the Companies

(Passing of the Resolution by Postal Ballots) Rules,

2001 has been followed for the postal ballot

conducted for the special resolutions mentioned

above:

i. The Board of Directors of the Company, at its

meeting held on February 21, 2007 had

appointed Mr. V. Sundaram, a practicing

Company Secretary, as the Scrutinizer for

conducting the postal ballot voting process in a

fair and transparent manner.

ii. The Company had completed on March 10, 2007

the despatch of postal ballot forms along with

postage prepaid business reply envelopes to its

Members.

iii. The postal ballots received in business reply

envelopes/other mode from the Members were

kept in safe custody in sealed ballot boxes

before commencing the scrutiny of such postal

ballots forms.

iv. All postal ballots forms received up to the close

of working hours on April 10, 2007, the last date

and time fixed by the Company for receipt of

the forms were considered for scrutiny.

v. Envelopes containing postal ballot forms

received after close of business hours on April

10, 2007 were not considered far scrutiny.

vi. Based on the report dated April 12, 2007

submitted by the Scrutinizer, the brief details

of which are given below, the Managing Director

– Ms. Viidyaa Moravekar announced the results

of the Postal Ballot on April 12, 2007.

--------------------------------------------------------------------------------

Particulars No. of Postal No. of Percentage

Ballot Forms shares

received voted

--------------------------------------------------------------------------------

Shares voted

giving Assent

to the Resolution 71 99,05,506 100%

Shares voted

giving Dissent

to the Resolution 0 0 0%

Total 71 99,05,506 100 %

-------------------------------------------------------------------------------

Note: - Out of 81 Postal Ballot forms, comprising of 99,

99,792 shares received by the Company, 10 Postal

Ballot forms comprising of 94,286 shares were

rejected

Accordingly, the special resolution set out in the Notice dated

February 21, 2007 was duly passed with requisite majority of

the Shareholders. The results were published in “The Free

Press Journal” and “Nav Shakti” newspapers dated April 14,

2007.

7. DISCLOSURES

There has been no materially significant related party

transaction that may have potential conflict with the

interests of the Company at large.

There has been no penalty, stricture etc. imposed on the

Company by the Stock Exchange, SEBI or any other

statutory authority for any non compliance or any matter

related to capital market during the last three years.

The Company follows Accounting Standards issued by

the Institute of Chartered Accountants of India and in

the preparation of financial statements, the Company has

not adopted a treatment different from that prescribed in

any Accounting Standard.----

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43

The Company promotes ethical behaviour in all its

business activities. Employees are free to report violations

of laws, rules, regulations or unethical conduct to their

immediate supervisor. The report received from any

employee is reviewed by the core committee. The

Directors and Senior Management Personnel are

obligated to maintain confidentiality of such reportings.

The Company has complied with all the mandatory

requirements with regard to Clause 49 of the listing

agreement.

The Company is also actively considering compliance with

the non mandatory requirements of Clause 49 with regard

to Corporate Governance.

8. MEANS OF COMMUNICATION:

The Board of Directors of the Company approves and

takes on record the quarterly, half yearly and yearly

financial results in the proforma prescribed by Clause 41

of the Listing Agreement within one month of the close

of the respective period.

The approved financial results are forthwith sent to the

Listed Stock Exchanges and are published in the Free

Press Journal and in Navshakti newspapers within forty-

eight hours of approval thereof.

The Company also publishes its results in the non

statutory format in the Economic Times and other

magazines such as Capital Market etc.

Pursuant to Clause 51 of the Listing Agreement, all data

related to quarterly financial results, shareholding pattern,

etc. are posted on the Electronic Data Information Filing

and Retrieval (EDIFAR) website www.sebiedifar.nic.in

maintained by SEBI, within the time frame prescribed in

this regard.

The Company’s financial results and official news releases

are displayed on the Company’s Website


No formal presentations were made to the institutional

investors and analysts during the year under review.

9. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting

Date and Time : 29th September 2007,

11.00 a.m.

Venue: Hotel Kohinoor Park, Veer Savarkar

Marg, Opp. Siddhivinayak Temple,

Prabhadevi, Mumbai 400 025.

The financial year of the Company commences on April 1

each year and ends on March 31 of the following year.

Financial Calendar

--------------------------------------------------------------------------------

Financial reporting for quarter Last week of

ended June 30, 2007 July 2007

--------------------------------------------------------------------------------


ended September 30, 2007 October 2007

--------------------------------------------------------------------------------


ended December 31, 2007 January 2008

--------------------------------------------------------------------------------


ended March 31, 2008 April 2008

--------------------------------------------------------------------------------

Date of Book Closure

The Register of Members and Share Transfer Books of

the Company will remain closed from 25th September,

2007 to 29th September, 2007 (both days inclusive) for

the purpose of ascertaining the name of the shareholders

entitled to dividend, if declared at the Annual General

Meeting.

Dividend Payment Date : On or after

4th October, 2007

--------------------------------------------------------------------------------

Financial Dividend Proposed

Year Payment date for

Date transfer to IEPF

--------------------------------------------------------------------------------

2000-01 October 6, 2001 October 5, 2008

2001-02 October 8, 2002 October 7, 2009

2002-03 October 6, 2003 October 5, 2010

2003-04 January 8, 2005 January 7, 2012

2004-05 October 11, 2005 October 10, 2012

2005-06 October 16, 2006 October 15, 2013

--------------------------------------------------------------------------------

Listing on Stock Exchange :

The equity shares of the Company is listed on the Bombay

Stock Exchange Limited and it has been listed on the

National Stock Exchange of India Limited w.e.f January

3, 2007. The listing fees for the year 2006-07 have been

paid to the Stock Exchanges.

Stock Code :

Trading symbol on NSE PANORAMUNI

Trading scrip code on BSE 531816

Demat ISIN for equity shares in NSDL

and CDSL : INE194B01029----

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44

Stock Performance Share Transfer System

The Company has appointed a Registrar for the physical share

transfer and dematerialization of shares. The shares lodged

for physical transfer/ transmission/ transposition are

registered normally within a period of fortnight, if the

documents are complete in all respects. For this purpose, the

Share Transfer Committee meets as often as required. During

the review period, the Committee met 13 times. Adequate

care is taken to ensure that no transfers are pending for more

than a fortnight. Requests for demat / remat were confirmed

mostly within a fortnight.

Distribution of Shareholding as on 31st March 2007

--------------------------------------------------------------------------------

Shareholding No of % of Total % of

Range Share Share Amount Amount

holders holders

--------------------------------------------------------------------------------

1-5000 2296 91.33 2390035 3.69

5001-10000 95 3.78 711255 1.10

10001-20000 42 1.67 614005 0.95

20001-30000 24 0.95 599840 0.93

30001-40000 3 0.12 95735 0.15

40001-50000 9 0.36 432090 0.67

50001-100000 14 0.56 1044275 1.61

100001 and above 31 1.23 58900265 90.91

Total 2514 100.00 64787500 100.00

--------------------------------------------------------------------------------

Registrar & Share Transfer Agents

Name & Address : M/s. Sharex Dynamic (India)

Private Limited

Address : 17/B, Dena Bank Building,

2nd Floor, Horniman Circle,

Fort, Mumbai – 400 001.

Phone number : 022 – 22702485 / 22641376

Fax number : 022-22641349

Website : www.sharexindia.com

Email ID : [email protected]

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-

Market price Data (High, Low during each month in last financial Year)

The monthly high and low figures along with the trading volumes of shares of the company traded on the Bombay Stock

Exchange are as under:-

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bombay Stock Exchange National Stock Exchange

Date High Low Volume High Low Volume

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

April 2006 150.70 85.10 1995241 — — —

May 2006 127.95 77.10 1390753 — — —

June 2006 88.90 50.00 481254 — — —

July 2006 69.00 43.55 589725 — — —

August 2006 101.20 52.60 1162783 — — —

September 2006 119.20 86.60 1956936 — — —

October 2006 144.95 105.00 2699889 — — —

November 2006 156.15 120.25 1836134 — — —

December 2006 177.70 132.90 1003405 — — —

January 2007 193.00 154.00 1110483 193.4 155 378296

February 2007 210.75 138.55 935766 210 141.5 663005

March 2007 144.00 109.25 754893 145.35 111 437027

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note: - Securities of the Company are listed on National Stock Exchange w.e.f. 3-01-2007

45

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Shareholding Pattern as on 31st March, 2007

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Category of Shareholder No. of Shares % of Shares

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A Promoter 64,49,802 49.78

Person Acting in Concert 31,90,428 24.62

Total Promoter Shareholding 96,40,230 74.40

B Public Shareholding

Venture Capital Funds 1,000 0.00

Central Government / State Government(s) 4,45,118 3.44

Bodies Corporate 15,92,657 12.29

Individuals 11,47,407 8.86

Clearing Member 1,31,088 1.01

Total Public Shareholding 33,17,270 25.60

TOTAL SHAREHOLDING (A + B) 1,29,57,500 100.00

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dematerialisation of Shares and Liquidity

The Company’s shares are compulsorily traded in

dematerialised form and are available for trading on both the

depositories in India viz. National Securities Depository

Limited (NSDL) and Central Depository Services (India)

Limited (CDSL). Equity shares of the Company representing

98.79% of the Company’s share capital are dematerialised as

on March 31, 2007.

The Company’s shares are regularly traded on The National

Stock Exchange of India Limited and the Bombay Stock

Exchange Limited, in electronic form.

Outstanding GDRs/ADRs/Warrants or any

convertible instruments, conversion date and likely

impact on equity

Twenty lakh warrants convertible into equity shares have been

allotted on 4.11.2005.Date of conversion was 4.05.2007. The

aforesaid conversion was not effected and 10% of the amount

was forfeited from the applicants as per the guidelines of

Securities Exchange Board of India (SEBI) for Preferential

Allotment.

Software Location

The Company’s Software Division and Business Development

Centre is located at 357, Kalyandas Udyog Bhavan, Near

Century Bazar, Prabhadevi, Mumbai-400025.

Indian Hotel Locations

Sai Sahavas Shirdi, Maharashtra

Graciano Cottages Goa

Hotel Sagar Kinara Malvan, Maharashtra.

USA Hotel Locations

The Georgian Resort New York, USA.

Holiday Inn Hudson, Ohio, USA.

United Inn North Carolina, USA.

Comfort Inn North Carolina, USA.

Quality Inn New York, USA.

New Zealand Hotel Locations

Sai Motels Auckland, New Zealand

Address for Correspondence

--------------------------------------------------------------------------------

For all queries related to For any other queries

Share Transfer,

Transmission etc.

and correspondence

for change of name,

bank mandates etc.

--------------------------------------------------------------------------------

Sharex Dynamic (India) Pvt. Ltd. The Company Secretary

17/B, Dena Bank Panoramic Universal Ltd

Building, 2nd Floor, Aman Chambers, 4th Floor,

Horniman Circle, Fort, Opp. New Passport Office,

Mumbai-400 001. Veer Savarkar Road,

Tel Nos. - 022 – 22702485 / Prabhadevi,

22641376 Mumbai- 400 025.

Tel No. – 022-66164000

--------------------------------------------------------------------------------


Viidyaa Moravekar

Managing Director.

46

To

The Members of Panoramic Universal Limited

We have examined the compliance of conditions of Corporate Governance by Panoramic Universal Limited (the Company) for the

year ended 31st March, 2007, as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to

procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance

as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the

directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated

in Clause 49 of the Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that based on the

report given by the Registrar of the Company and placed before the Investors’ Grievance Committee, as on 31st March, 2007, there

were no investor grievance matters against the Company remaining unattended/pending for more than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

For H.H. Topiwala & Co.


H.H. Topiwala

Proprietor

Membership No. 38660

Mumbai

August 30, 2007

AuditorsCertificate

Auditors’ Certificate on Compliance with the conditions of Corporate governance under Clause 49 of the Listing Agreement

47

Auditors’ report to the members of Panoramic Universal Limited

AuditorsReport

We have audited the attached Balance Sheet of Panoramic

Universal Limited (the Company) as at March 31, 2007

and also the Profit and Loss Account for the year ended on

that date annexed thereto and the Cash Flow Statement for

the year ended on that date. These financial statements are

the responsibility of the Company’s management. Our

responsibility is to express an opinion on these financial

statements based on our audit.

We conducted our audit in accordance with generally accepted

auditing standards in India. Those standards require that we

plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material

misstatements. An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by

management, as well as evaluating the overall financial

statements presentation. We believe that our audit provides

a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003

issued by the Central Government of India in terms of section

227(4A) of the Companies Act, 1956, we enclose in the

Annexure a statement on the matters specified in paragraphs

4 and 5 of the said Order.

Further to our comments in the Annexure referred to above,

we report that:

(i) We have obtained all information and explanations, which

to the best of our knowledge and belief were necessary

for the purposes of our audit;

(ii) In our opinion, proper books of account as required by

law have been kept by the company so far as appears

from our examination of those books and proper returns

adequate for the purpose of our audit have been received

from the USA, UAE and New Zealand branches not visited

by us;

(iii) The Balance Sheet, Profit and Loss Account and Cash

Flow Statement dealt with by this report are in agreement

with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account

and Cash Flow Statement dealt with by this report comply

with the accounting standards referred to in sub-section

(3C) of section 211 of the Companies Act, 1956;

(v) The Accountant’s Review Report in respect of USA

branch, audited Receipts and Payments Statement in

respect of UAE branch and Audit Report in respect of

New Zealand branch have been forwarded to us and have

been dealt with by us in preparing this report;

(vi) On the basis of written representations received from

the directors, as on March 31, 2007, taken on record by

the Board of Directors, we report that none of the

directors is disqualified as on March 31, 2007 from being

appointed as a director in terms of Section 274 (1) (g) of

the Companies Act, 1956;

(vii) In our opinion and to the best of our information and

according to the explanations given to us, the said

accounts read together with the Significant Accounting

Policies and other notes thereon give the information

required by the Companies Act, 1956, in the manner so

required and present a true and fair view in conformity

with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of

affairs of the Company as at March 31, 2007;

b. In the case of the Profit and Loss Account, of the

profit for the year ended on that date; and

c. In the case of Cash Flow statement, of the cash flows

for the year ended on that date.

For H.H.Topiwala & Co.


H.H.Topiwala

Proprietor

Membership No. 38660

Mumbai

August 30, 2007

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48

1. In respect of its fixed assets:

(a) The Company has maintained proper records

showing full particulars including quantitative details

and situation of fixed assets.

(b) According to the information and explanation given

to us, the management during the year has physically

verified the fixed assets in a phased manner, which

in our opinion is reasonable, having regard to the

size of the Company and nature of the assets. No

material discrepancies were noticed on such

verification.

(c) Substantial part of Fixed Assets has not been

disposed off during the year as to affect the going

concern.

2. In respect of its inventories:

(a) As explained to us, inventories were physically

verified during the year by the management at regular

intervals.

(b) In our opinion, and according to the information and

explanations given to us, the procedures of physical

verification of inventories followed by the

management are reasonable and adequate in relation

to the size of the company and nature of its business.

(c) The company has maintained proper records of

inventories. As explained to us, there were no

material discrepancies noticed on physical

verification of inventory as compared to the book

records.

3. In respect of loans, secured or unsecured, granted or

taken by the company to/from companies, firm or other

parties covered in the register maintained under section

301 of the Companies Act 1956.

(a) The Company has not taken or granted any loans,

secured or unsecured, to companies, firms, or other

parties listed in the register maintained under section

301 of the Companies Act, 1956.

4. In our opinion and according to the information and

explanations given to us, there are adequate internal

control procedures commensurate with the size of the

Annexure to theAuditors report

Company and nature of its business for the purchase of

inventory, fixed assets and also for the sale of goods and

services. During the course of our audit, no major

weakness has been noticed in the internal controls.


explanations given to us, the Company has not entered

into transactions for the purchase of goods and materials

and sale of goods, materials and services, made in

pursuance of contracts or arrangements entered in the

register maintained under section 301 of the Companies

Act, 1956 as aggregating during the year to Rs.500, 000

or more in respect of each party.

6. The Company has not accepted any deposits from the

public.

7. In our opinion, the Company has an internal audit system,

commensurate with its size and the nature of its business.

8. The central government has not prescribed maintenance

of cost records under section 209(1) (d) of the Companies

Act, 1956.

9. According to the information and explanations given to

us, there are no undisputed amounts payable in respect

of income tax, wealth tax, sales tax, customs duty and

excise duty that were outstanding as at March 31, 2007

for a period of more than six months from the dates that

they became payable.

10. The Company does not have accumulated losses as at

the end of the year and the Company has not incurred

cash losses during the current year.

11. Based on our audit procedures and to the best of our

knowledge and belief and according to the information

and explanations given to us, we are of the opinion that

the company has not defaulted in the repayment of dues

to financial institutions and banks.

12. According to the information and explanations given to

us, the Company has not granted any loans and advances

on the basis of security by way of pledge of shares,

debentures and other securities.

13. The provisions of any Special Statute applicable to Chit

Fund, Nidhi or Mutual Benefit Fund / Societies are not

applicable to the Company.----

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49

14. The Company has maintained proper records of

transactions and contracts in respect of trading in

securities, debentures and other investments and timely

entries have been made therein. The Company in its own

name has held all shares and other investments.

15. The company has given guarantee for loan taken by its

wholly owned subsidiary. According to the information

and explanations given to us, we are of the opinion that

the terms and conditions thereof are not prejudice to the

interests of the company.

16. The Company has obtained term loan for acquiring office

premises. The funds were applied for the said purpose

only.

17. On the basis of review of statements of accounts and as

confirmed by the management, fund raised on short-term

basis have not been used for long-term purpose.

18. The Company has not made any preferential allotment of

shares to parties and companies covered in the Register

maintained under section 301 of the Companies Act,

1956.

19. The Company has not issued any debentures.

20. The company has not raised any fund by way of public

issue of shares.


explanation given to us, no fraud on or by the company

has been noticed or reported during the year that causes

the financial statements to be materially misstated.



H.H.Topiwala

Proprietor

Membership No.38660

Mumbai

August 30, 2007----

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50

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Particulars Sch. As at As at

31-03-2007 31-03-2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SOURCES OF FUNDS

Shareholders’ Funds

Share Capital 1 64,787,500 64,787,500

Reserves & Surplus 2 456,724,958 351,227,771

Loan Funds

Secured Loan 3 72,500,014 343,341

Unsecured Loan 4 423,215,000 254,601,387-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total 1,017,227,472 670,959,999-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

APPLICATION OF FUNDS

Fixed Assets 5

Gross Block 224,593,058 105,245,655

Less: Depreciation 17,557,233 14,970,773

Net Block 207,035,825 90,274,882

Capital Work-In-Progress 19,128,489 438,493

Investments (At Cost) 6 554,235,550 485,908,465

Current Assets, Loans and Advances

Raw Materials 7 1,289,766 1,694,829

Sundry Debtors 8 121,864,293 57,989,243

Cash and Bank Balances 9 78,973,991 14,322,451

Loans & Advances 10 94,911,173 51,012,465

297,039,223 125,018,988

Current Liabilities and Provisions 11

Current Liabilities 50,245,481 25,359,287

Provisions 16,466,455 10,085,760

66,711,936 35,445,047

Net Current Assets 230,327,287 89,573,941

Miscellaneous Expenditure 12 6,500,321 4,764,218

(To the extent not written off or adjusted)-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total 1,017,227,472 670,959,999-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Notes forming part of the Accounts & Accounting Policies 21

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BALANCE SHEET AS AT 30th MARCH 2007

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As per our Report of even date For and on behalf of the Board



H.H.Topiwala Viidyaa Moravekar Hemlata Sawant Jaydeep Kurup

Proprietor Managing Director Director Company Secretary

Membership No.38660

Mumbai, August 30, 2007 Mumbai, August 30,2007

51

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Particulars Sch. Year ended Year ended

31-03-2007 31-03-2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

INCOME

Income from Information Technology Activities 13 257,954,814 209,215,266

Income from Lodging & Boarding 14 12,955,251 9,275,508

Other Income 15 11,150,710 3,846,223

Total 282,060,775 222,336,997

EXPENDITURE

Raw Materials Consumed 16 4,004,262 1,885,225

Personnel Expenditure 17 19,251,159 17,347,003

Software Development Expenses 18 100,597,927 86,685,792

General & Administrative Expenses 19 26,936,664 18,348,566

Depreciation & Amortisation 5 4,435,853 3,257,882

Interest and Finance Charges 4,136,276 28,088

Deferred Revenue Expenditure Written Off - 1,500,000

Preliminary Expenses Written Off 20 1,556,051 1,711,149

Provision for the diminution in value of Investments 206,929 209,510-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total 161,125,121 130,973,215-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------PROFIT BEFORE TAX 120,935,654 91,363,782

Less: Tax for the Current Year 220,077 96,603

PROFIT AFTER TAX 120,715,577 91,267,179

Add: Provision for Taxation Written Back - -

Less: Earlier Excess Payment Written off 58,764 -

Add: Profit brought forward from the previous year 158,457,071 81,054,766

Amount available for appropriation 279,113,885 172,321,945

APPROPRIATIONS:

General Reserve 10,000,000 5,000,000

Proposed Dividend 12,957,500 7,774,500

Tax on Dividend including surcharge 2,202,127 1,090,374

Balance carried to Balance Sheet 253,954,258 158,457,071

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total 279,113,885 172,321,945-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Earnings Per Share (Equity shares, par value of Rs.5/- each) 9.32 7.04

Notes forming part of the Accounts & Accounting Policies 21

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PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED

31st MARCH 2007

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






Membership No.38660


52

SCHEDULE 1 : SHARE CAPITAL

Authorised:

50,000,000 Equity Shares of Rs.5 each 250,000,000 250,000,000

Issued, Subscribed and Paid Up:

12,957,500 (12,957,500) Equity Shares of Rs.5 each fully paid up 64,787,500 647,875,000

(includes 1,400,000 equity shares of Rs. 5 each, allotted as fully

paid up Bonus shares out of free reserves)

(2,937,500 Equity shares of Rs.5 each issued as fully paid up

pursuant to the Scheme of amalgamation of Sai Motels &

Resorts Ltd. with the Company without payment being received in cash)-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

64,787,500 647,875,000-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 2: RESERVES & SURPLUS

Capital Reserve

As per last Balance Sheet 103,051,500 103,051,500

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 103,051,500 103,051,500

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Securities Premium Account

As per last Balance Sheet 669,200 669,200

General Reserve


Transferred from Profit and Loss Account 10,000,000 5,000,000

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 99,050,000 89,050,000

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Profit and Loss Account

Balance Carried Forward 253,954,258 158,457,071

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 456,724,958 351,227,771

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 3: SECURED LOAN

From a Bank 72,500,014 343,341

Against hypothecation of Motor Vehicle and Mortgage of Office Premises

(Payable within one year Rs.1,67,41,212/- Previous year Rs1,025,867/-)

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 72,500,014 343,341

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 4: UNSECURED LOAN

From Other Companies 423,215,000 254,601,387-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

423,215,000 254,601,387---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As at As at

31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULES TO BALANCE SHEET AS AT 30th MARCH 2007

53

SCHEDULE 5: FIXED ASSETS (in Rs.)-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DESCRIPTION GROSS BLOCK (At Cost) DEPRECIATION NET BLOCK

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As at Additions Deductions As at As at For the Deductions As at As at As at

01-04-2006 during during 31-03-2007 01-04-2006 year during 31-03-2007 31-03-2007 31-03-2006

the year the year the year-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Land 831,164 - 831,164 - - - - 831,164 831,164

Buildings 30,681,700 3,685,688 - 34,367,388 2,281,064 507,506 - 2,788,570 31,578,818 28,400,636

Office Premises 31,076,283 105,996,000 - 137,072,283 136,258 - 136,258 136,936,025 30,940,025

Plant & Machinery 18,524,560 926,320 - 19,450,880 1,346,858 923,882 - 2,270,740 17,180,140 17,177,702

Computers 6,284,239 359,766 - 6,644,005 5,103,046 921,402 - 6,024,448 619,557 1,181,193

Furniture & Fixtures 7,700,252 2,319,458 - 10,019,710 2,656,816 772,198 - 3,429,014 6,590,696 5,043,436

Vehicles 6,160,619 8,793,244 4,182,400 10,771,463 2,587,832 1,104,545 1,849,393 1,842,984 8,928,479 3,572,787

Office Equipments 1,464,227 82,260 1,546,487 384,044 75,198 - 459,242 1,087,245 1,080,183

Air Conditioners 1,889,914 1,367,067 - 3,256,981 432,303 101,069 - 533,372 2,723,609 1,457,611

Electrical Installations 632,697 - - 632,697 42,552 30,053 - 72,605 560,092 590,145-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Total 105,245,655 123,529,803 4,182,400 224,593,058 14,970,773 4,435,853 1,849,393 17,557,233 207,035,825 90,274,882-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Previous Year 73,014,188 32,238,661 7,194 105,245,655 11,719,156 3,257,882 6,265 14,970,773 90,274,882 61,295,032-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Capital Work In Progress 19,128,489

(Previous year : Rs. 438,493/-)

SCHEDULE 6 : INVESTMENTS (At Cost) - Long Term

A) QUOTED - (Non - Trade) - Equity Shares

(in Rs.)-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sr. No. Name of the Company No. of Shares No. of Shares Face Value As At As At

31.3.2007 31.3.2006 Per Share (Rs.) 31.3.2007 31.3.2006-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1 Himachal Fut. Comm. 53600 53600 10 1,501,802 1,501,802

2 Punjab Tractors Ltd. 300 300 10 62,133 62,133

3 Silverline 5300 5300 10 37,443 37,443

4 Tips Industries 5000 5000 10 197,837 197,837

5 Wellwin Industries Ltd. 3500 3500 10 53,350 53,350

6 Carol Infoservices Ltd. 1900 1900 10 60,115 60,115

1,912,680 1,912,680

Less: Provision for Diminution in Value of Long Term Investments 416,439 209,510

Total Long Term Investments 1,496,241 1,703,170

B) Investment in Subsidiary Companies

4204 Shares with no par value of Panoramic Ace Properties Inc., USA 473,528,560

3624 Shares with no par value of Panoramic Ace Properties Inc., USA 408,839,060

220 Shares with no par value of Sai Properties Inc., USA 24,084,000 24,084,000

12,58,665 shares @ NZ$ 1 each of Sai Motel Ltd, New Zealand 27,710,073 27,710,073

10000 Shares of Ambitious Infrastructure Pvt.Ltd 100,000 —

10000 Shares of Enya Technologies Pvt.Ltd 100,000 —

C) National Savings Certificate 6,000 8,000


54

D) Investment in Kotak Mahindra Mutual Fund Face Value (Rs) Units

10 183357 — 2,000,000

E) Investment in Saraswat Co-Op Bank Ltd. 43,580 —

F) Investment in Partnership Firm - Graciano Cottages 16,319,981 15,392,603

G) Investment in Grand View Restaurant, Hotel & Bar 10,847,115 6,171,559

Aggregate Book Value of Investments 554,235,550 485,908,465

Quoted - Market Value Rs. 1,604,020/- (Previous year Rs.1,744,024/-)

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 2,002,000 (68,167,479)

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 7 : INVENTORIES (At Cost)

Raw Materials 1,289,766 1,694,829

(As taken, valued & certified by the management)

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1,289,766 1,694,829

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 8 : SUNDRY DEBTORS

(Unsecured, considered good)

Over six months 179,362 572,415

Others 121,684,931 57,416,828

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 121,864,293 57,989,243

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 9 : CASH AND BANK BALANCES

Cash in hand 1,097,206 1,628,385

Bank balances

With Scheduled Banks 75,663,229 11,224,137

With Non-Scheduled Banks

Commercial Bank of Dubai - UAE 528,544 146,010

(Max.balance during the year Rs.11,52,907)

ANZ Bank - New Zealand 15,572 3,919

(Max. balance during the year Rs.15,482)

Fixed Deposits with Scheduled Banks 1,320,000 1,320,000

Remittance in Transist 349,440

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 78,973,991 14,322,451

-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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As at As at

31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 6 : INVESTMENTS (At Cost) - Long Term (Contd.)


55

SCHEDULE 10 : LOANS AND ADVANCES


Accrued Interest 68,426 59,564

Loan to Subsidiary (Sai Motel Ltd.NZ) 3,336,226 2,679,950

Advances recoverable in cash or in kind or for value

to be received 77,418,316 34,741,034

Advance for Technical Know How 10,112,387 10,112,387

Deposits 3,278,024 2,953,906

Advance Tax and TDS 664,624 198,874

Prepaid Expenses 33,170 266,750

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 94,911,173 51,012,465

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 11 : CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Sundry Creditors 23,944,501 932,937

Duties & Taxes 507,242 149,038

Unclaimed Dividend 719,626 718,768

Advance Against Warrants 21,996,392 21,996,392

Other Liabilities 3,077,720 1,562,152

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 50,245,481 25,359,287

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PROVISIONS

Provision for Taxation 296,200 118,189


Provision for Dividend Tax 2,202,127 1,090,374

Other Provision 1,010,628 1,102,697

16,466,455 10,085,760

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 66,711,936 35,445,047

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 12 : MISCELLANEOUS EXPENDITURE

(To the extent not written off or adjusted)

Preliminary Expenses 150,242 225,366

Pre-operative Expenditure 2,753,925 3,757,654

Share Issue Expenses 304,000 607,000

GDR Issue Expenses 3,292,154 —

Deferred Revenue Expenditure — 174,198

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 6,500,321 4,764,218

-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As at As at

31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

56

SCHEDULES TO PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED

31st MARCH 2007

SCHEDULE 13 : INCOME FROM I.T. ACTIVITIES

Income from I T Export 255,570,442 204,905,752

Income from I T Activities Abroad 2,224,343 3,883,454

Income from DTA Sales 160,029 426,060-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

257,954,814 209,215,266-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 14 : INCOME FROM LODGING & BOARDING

Income from Lodging & Boarding 7,535,607 6,422,967

Income from sale of Food & Beverages 5,419,644 2,852,541-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12,955,251 9,275,508-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 15 : OTHER INCOME

Profit on sale of Long Term Investments 159,606 —

Interest (TDS Amount Rs.15,630/-) 90,657 70,500

Dividend on Long Term Investments — 3,550

Exchange Rate Fluctuations - Gain 1,804,586 1,370,361

Share of Profit from Partnership Firm 5,918,680 1,590,897

Other Income 3,177,181 810,915-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11,150,710 3,846,223-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 16 : RAW MATERIALS CONSUMED

Opening Stock 1,694,829 78,375

Add : Purchases during the year 3,599,198 3,501,679

5,294,027 3,580,054

Less : Closing Stock 1,289,766 1,694,829-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4,004,262 1,885,225-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 17 : PERSONNEL EXPENDITURE

Salaries including overseas staff expenses

Salaries & Allowances 12,958,227 13,349,404

Bonus & Ex-Gratia 19,327 84,011

Directors’ Remuneration 3,362,240 1,695,744

Staff Welfare Expenses 431,478 170,653

Keymans Insurance 462,279 462,279

Leave Encashment 239,332 118,888

Leave Travel Allowance 172,265 156,722

Staff Training & Development Exps. 89,438 23,864

Staff Recruitment Expenses 439,294 —

Medical Reimbursement 12,563 42,362

Gratuity 84,462 447,854

Contribution to PF 980,254 795,222-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19,251,159 17,347,003-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Year ended Year ended

31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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57


31st MARCH 2007

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 18 : SOFTWARE DEVELOPMENT EXPENSES

Consultancy charges 100,597,927 86,685,792

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 100,597,927 86,685,792

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 19 : GENERAL & ADMINISTRATIVE EXPENSES

Advertisement & Sales Promotion 1,189,838 89,276

Accounting Fees 45,869 12,062

Audit Fees 203,530 166,480

Bank Charges & Commission 842,529 568,208

Books & Periodicals 15,967 37,976

Communication Expenses 1,079,836 982,174

Commission / Discount 685,877 441,777

Computer Expenses 354,499 280,068

Donations & Gifts 113,317 6,561

Electricity & Water Charges 1,605,453 1,020,408

Entertainment Expenses 81,179 —

Exchange Rate Fluctuation Loss 799,169 2,284,978

Fuel 513,398 199,412

Housekeeping Expenses 663,860 345,399

Insurance Charges 199,563 189,622

License & Fees 802,090 518,439

Loss on Sale of Long Term Investments — 51,619

Loss on Sale of Fixed Assets 1,026,315 —

Membership & Subscription 743,722 337,519

Miscellaneous Expenses 436,867 63,932

Office Expenses 315,458 276,550

PF Administration Charges 107,409 84,797

Printing & Stationery 762,903 603,558

Professional Fees 6,295,816 3,407,447

Rent, Rates & Taxes 1,965,988 1,950,609

Repairs & Maintenance :-

- Buildings 340,538 387,795

- Machinery 241,682 74,561

- Others 513,577 933,229

Security Charges 1,375,600 888,351

Sales Tax 600,402 —

Selling & Distribution Expenses 689,540 752,318

Transportation expenses 46,854 17,075

Travel & Conveyance Expenses 1,719,770 1,210,046

Vehicle Expenses 553,048 166,320

Wealth Tax 5,201 —

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 26,936,664 18,348,566

-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SCHEDULE 20 : PRELIMINARY EXPENSES WRITTEN OFF

Computer Software Expenditure Written Off 174,198 259,212

Merger & Acquisition Expenses W/ff 75,124 75,124

Miscellaneous Expenditure Written Off 720,308 61,984

Preliminary Expenses Written Off 283,421 1,011,829

Share Issue Expenses Written Off 303,000 303,000

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1,556,051 1,711,149

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31st MARCH 2007

SCHEDULE 21 NOTES FORMING PART OF THE

ACCOUNTS AND ACCOUNTING POLICIES

1 SIGNIFICANT ACCOUNTING POLICIES:

a) Method of Accounting and Preparation of

Financial Statements

The Financial Statements are prepared under

Historical Cost Convention on accrual basis and in

accordance with Accounting Standards issued by the

Institute of Chartered Accountants of India and the

presentational requirements laid down by the


b) Revenue Recognition

On time-and-materials contracts, revenue from

software development is recognized as the related

services are rendered and billed to clients as per the

terms of specific contracts. On fixed -price contracts,

revenue is recognized based on the milestones

achieved as specified in the contracts on the basis

of the work completed.

In respect of Hospitality business, both income and

expenditure items are recognised on accrual basis.

c) Fixed Assets

Fixed assets are stated at their original cost along

with taxes, duties, freights and any directly

attributable cost of bringing the asset to its working

condition for the intended use up to the date of

commissioning for operation, attributable to

acquisition / construction of the concerned assets.

Capital work-in-progress represents renovation

work, installation of office equipments, computers,

furniture & fixtures etc. at the new office premises

and hotel at Shirdi.

d) Depreciation and Amortization

Depreciation on assets other than those situated in

the USA and New Zealand Branches has been

provided at the rates and in the manner prescribed

in the Schedule XIV to the Companies Act, 1956 on

the straight line basis. Depreciation in respect of the

assets in the New Zealand Branch has been provided

according to the provisions of the Taxation Laws

prevailing in that country.

Franchise Fees paid to CDAC towards setting up

and running of overseas I T Training Centers has been

amortized over a period of four years.

e) Impairment of Assets

Assessment of impairment of fixed assets is carried

out on each balance sheet date. Impairment loss is

recognised when carrying amount of any asset

exceeds its recoverable amount.

f) Foreign Currency Transactions

Transactions arising from export of software,

investment in overseas wholly-owned subsidiaries

and remittances to overseas branches during the

year have been translated into Indian Rupees at the

exchange rate prevailing on the date of the particular

transaction. Any gain or loss arising from exchange

rate fluctuations has been taken to Profit & Loss

Account. All monetary items denominated in foreign

currencies at the end of the year have been

translated at the year end rates. In respect of income

and expenditure at the overseas branches, month-

end exchange rates have been adopted.

g) Investments

Investments are valued at cost of acquisition which

includes brokerage. Profit or loss on sale of

investments are taken into account at the time of

sale of investments. Dividends credited / debited

for ex-dividend / cum-dividend transactions are

included in the cost of acquisition of the investment.

h) Inventories

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59

and supplies are valued at cost on First-In, First-Out

basis

i) Computer Software Expenses

Computer Software Expenses purchased for own use

have been deferred to be written off over a period of

five years.

j) Retirement Benefits

Provision for gratuity payable to employees who have

completed 5 years of continuous service has been

made on an estimated basis.

Provision for leave encashment has been made on

the basis of number of days’ leave to the credit of

the employees at the end of the financial year.

k) Deferred Revenue Expenses

Deferred Revenue Expenditure will be written off

equally in three years.

2 Investment in Partnership Firm - Graciano Cottages, Goa

2006-07 2005-06

The details of Partnership Firms are follows:-

a) Graciano Cottages, Goa

Total Capital & Current Account

Capital Account 83,000 83,000

Current Account 16,236,981 15,309,603

Name of the Partners Share of Profit / (Loss)

Panoramic Universal Ltd 95% 95%

Mrs. Usha Tari 5% 5%

a) Grand View Hotel,Restaurant & Bar, Pune

Total Capital & Current Account —

Capital Account 80,000 51,000

Current Account 10767115 6,120,559

Name of the Partners Share of Profit / (Loss)

Panoramic Universal Ltd 80% 51%

Pancard Clubs Ltd — 29%

Mrs.Viidyaa S.Moravekar 15% 15%

Mrs.Usha Tari 5% 5%

3 Contingent Liabilities

I Estimated amount of capital commitments not provided for: Rs. Nil Rs.Nil

II Contingent Liabilities not provided for: Rs. Nil Rs.Nil

III Guarantees given on behalf of wholly owned subsidiary 58,266,000 60,034,500

4 Profit & Loss Account includes:

Remuneration to Directors 3,362,240 1,695,744

Sitting Fees Rs. Nil Rs. Nil

Other Perquisites Rs. Nil Rs. Nil

5 Payment to Auditors

For Audit 198,530 161,480

For other services 5,000 5,000

6 None of the suppliers had informed the Company that they are small scale undertaking. Hence information regarding dues to

Small Scale Undertakings could not be furnished.

7 The Company has not provided for Current and Deferred Taxation on its income in India as the income from IT business is

exempted from Income Tax up to the year ending 31-03-2009 under Section 10A of the Income Tax Act, 1961 and due to loss in

its Hospitality business.

8 The Company had issued warrants on preferantial basis to foreign investors which are convertible into equity shares on 4th

May, 2007 at the rate of 1 equity share for each warrant. As per the SEBI Guidelines, the investors were required to convert the

warrants into equity shares within a period of 18 months fromt he date of allotment. Since the investors failed to convert the

same, the advance money received was forfeited inthe current financial year pursuant to the said Guidelines.

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60

9 Disclosures of related parties for the year ended 31.3.2007

1 Enterprises owned by directors / major shareholders of the Company

a) Subsidiaries:-

Panoramic Ace Properties Inc.

Sai Properties Inc.

Georgian Motel Corp.

Sai Living Hudson Inc.

Sai Motels Limited

b) Panoramic Hotels Ltd.,Pancard Clubs Ltd., Pan product Impex Pvt.Ltd, Panoramic land Developers Pvt.Ltd, Smooth

Financial Pvt.Ltd, Panoramic Resorts (India) Ltd., Enya Technologies Pvt.Ltd., Ambitious Infrastructure Pvt.Ltd., Pan

Ad., Grand View Hotel, Restaurant & Bar, Graciano Cottages

2 Key Management Personnel

a) Viidyaa Moravekar Managing Director

b) Arun Tari Whole time Director

3 Related party transactions

The Company entered into transactions with related parties during the year.

These transactions along with the relevant balances are set out as under:

(in Rs.)

(i) Transactions with Director 2006-07 2005-06

a) Remuneration

Arun B. Tari 327,900 346,896

Viidyaa S. Moravekar 3,034,340 1,348,848

(ii) Transactions with Associate Companies

a) Rent paid

Pan Herbbo Ltd. 240,000 240,000

b) Rent received

Pan Herbbo Ltd. 180,000 180,000

(iii) Amount due to related parties

a) Pancard Clubs Ltd. 33,600 11,686,387

(iv) Dividend paid

Pancard Clubs Ltd 1,762,500 1,468,751

Panoramic Resorts (India) Ltd. 48,737 40,614

Panoramic Land Developers Pvt.Ltd 25,740 21,450

Manda Mohan Phatarphekar 70,440 58,700

Usha Tari 6,600 5,500

Deepashree Tari 240 200

Sudhir S Moravekar 3,869,881 3,224,901

4 Loans/Advances in the nature of Loans given to Subsidiaries and Associates(Persuant to clause 32 of the Listing

Agreement):-

a) Sai Motels Ltd. (NZ) Subsidiary 3,336,226 2,679,950

(Maximum Balance during the year Rs. 3,336,226/-)

Notes :-

1 Loans/Advances shown above, to subsidiary fall under the category of Loans/Advances in nature of Loans where

there is no repayment schedule and re-payable on demand.

5 Investment by the loanee in the shares of the Company

Name of the Company No. of Shares

a) Sai Motels Ltd (NZ) NIL

61

10 Segment Reporting

Segment Identification:

a) The Company’s operations are focused on Software Development and Hospitality activities.

Accordingly, these two business divisions comprise the primary basis of the segment information set out in the

financial statements:

(in Rs.)

Particulars I T Activities Hospitality Total

Business

REVENUE

External Revenue 260,087,918 21,972,857 282,060,775

Inter-Segment Revenue — — —

Total 260,087,918 21,972,857 282,060,775

RESULT

Profit before Depreciation, Interest & Tax 121,712,805 7,794,978 129,507,783

Depreciation 2,170,721 2,265,132 4,435,853

Interest 4,115,840 20,436 4,136,276

Taxation 220,077 — 220,077

Net Profit 115,206,167 5,509,410 120,715,577

OTHER INFORMATION

Segment Assets 886,975,679 123,751,470 1,010,727,149

Segment Liabilities 485,410,181 10,304,833 495,715,014

b) Secondary Segment Reporting is made on the basis of geographical regions. Revenues are segregated on the basis of

the location of the customer who is invoiced or in relation to which the revenue is otherwise recognized.

(in Rs.)

Asia Rest of the World Total

External Revenue 248,025,424 34,035,351 282,060,775

11 Additional information pursuant to the provisions of Part II of Schedule VI to the Companies Act, 1956:

(in Rs.)

31.3.2007 31.3.2006

a) Value of Imports: (C.I.F. Value)

Raw Materials NIL 789,828

Capital Goods NIL NIL

Components and Spares NIL NIL

b) Expenditure in Foreign Currencies

Travelling Expenses 159,225 111,150

Foreign Bank Charges 133,335 203,321

Freight Charges 41,798 —

Other Expenses 4,275,660 9,671,732

Investment in subsidiary 64,689,500 144,636,400

Loan to Subsidiary 5,396,926 2,679,950

c) Earning in Foreign Currency

Software Export 255,570,442 204,905,752

Loan refund from Subsidiary 4,740,650 —

d) Quantitative Details

The Company is engaged in the business of software development and hospitality. Both the development and export of

software and hospitality business cannot be expressed in any generic unit. Hence, it is not possible to give the quantative

details of sales and certain information as required under paragraphs 3, 4C 4D of part of Schedule V I to the Companies

Act, 1956.

62

12 Earnings Per Share

2006-07 2005-06

I Profit Attributable to Equity Shareholders (Rs.) 120,715,577 91,267,179

II Number of Equity Shares 12,957,500 12,957,500

III Nominal Value of Equity Share Rs. 5 Rs. 5

IV Basic Earnings Per Equity Share 9.32 7.04

13 Corresponding figures for previous period presented have been regrouped, where necessary, to confirm

to this year’s classification.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






Membership No.38660


63

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31.03.2007 31.03.2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit before tax 120,935,654 91,363,782

Adjustments for :

Depreciation and Amortisation 4,435,853 3,257,882

Dividend received — (3,550)

Interest received (90,657) (70,500)

Loss (Profit) on sale of Fixed Assets 1,026,315 —

Loss (Profit) on sale of investment (159,606) 51,619

Interest and Finance Charges 4,136,276 28,088

Preliminary Expenditure written off 1,556,051 1,711,149

Deferred Revenue Expenditure written off — 1,500,000

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------10,904,232 6,474,688

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating profit before working capital changes 131,839,886 97,838,470

Movement in Working Capital :

(Increase) / Decrease in Sundry Debtors (63,875,050) (57,087,114)

(Increase) / Decrease in Loans & Advances (43,898,708) 62,710,025

(Increase) / Decrease in Raw Material 405,063 (1,616,454)

(Increase) / Decrease in Misc Expenditure (3,292,154) (2,007,010)

Increase / (Decrease) in Current Liabilities 24,886,194 21,784,217

Increase / (Decrease) in Provision 6,380,695 2,409,004

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(79,393,960) 26,192,668

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash generated from Operations 52,445,927 124,031,138

Direct Tax Paid (278,841) —

Net Cash Flow from Operating Activities ( A) 52,167,086 124,031,138

B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchases of Fixed Assets (142,219,799) (28,155,092)

Purchase of Investments (70,329,085) (152,937,317)

Sale of Investments 2,161,606 0

Sale of Fixed Assets 1,306,692 7,194

Dividend received — 3,550

Interest received 90,657 70,500

Net cash Flow from Investing Activities (B) (208,989,929) (181,011,165)

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CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2007

64

C. CASH FLOW FROM FINANCING ACTIVITIES :

Unsecured Loan 168,613,613 65,625,833

Secured Loan from Bank 72,156,673 (105,856)

Dividends Paid (12,957,500) (7,774,500)

Additional Tax on Dividend (2,202,127) (1,090,374)

Interest Paid (4,136,276) (28,088)

Net cash Flow from Financing Activities ( C ) 221,474,383 56,627,015

Net Increase / (Decrease) in cash & cash equivalents (A+B+C) 64,651,540 (353,012)

Cash and Cash equivalents at the beginning of the year 14,322,451 14,675,463

Cash and Cash equivalents at the end of the year 78,973,991 14,322,451

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31.03.2007 31.03.2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2007

(Contd.)

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






Membership No.38660


-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

AUDITORS’ CERTIFICATE

We have examined the attached Cash Flow Statement of Panoramic Universal Limited for the year ended 31st March, 2007.

The Statement has been prepared by the Company in accordance the requirements of Clause 32 of the Listing Agreement with

Stock Exchanges and is based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of Company

covered by our report of even date to the Members of the Company.



H.H.Topiwala

Proprietor

Membership No.38660

Mumbai, August 30, 2007

65

1 Registration Details:

Registration No. 66856

State Code 11

Balance Sheet Date 31st March 2007

2 Capital raised during the year (Amount in Rs. Thousands)

Public Issue NIL

Rights Issue NIL

Bonus Issue NIL

Private Placement NIL

3 Position of mobilisation and deployment of funds (Amount in Rs. Thousands)

Total Liabilities 1,017,227

Total Assets 1,017,227

Sources of Funds

Paid-up Capital 64,788

Reserves & Surplus 456,725

Secured Loans 72,500

Unsecured Loans 423,215

Application of Funds

Net Fixed Assets 226,164

Investments 554,236

Net Current Assets 230,327

Miscellaneous Expenditure 6,500

Accumulated Loss NIL

4 Performance of Company (Amount in Rs. Thousands)

Turnover 282,061

Total Expenditure 161,125

Profit Before Tax 120,936

Profit After Tax 120,716

Earnings Per Share (Rs./Share) 9.32

Dividend (%) 20

5 Name of Principal Service of Company

Item Code No. 85.24

Service Description Software Development

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL

BUSINESS PROFILE

66

Auditors report onConsolidated Financial Statements

We have audited the attached consolidated Balance Sheet of

Panoramic Universal Limited (the Company) and its

subsidiaries as at March 31, 2007 and also the consolidated

Profit and Loss Account for the year ended on that date

annexed thereto and the consolidated Cash Flow Statement

for the year ended on that date. These consolidated financial

statements are the responsibility of the Company’s

management. Our responsibility is to express an opinion on

these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted

auditing standards in India. These standards require that we

plan and perform the audit to obtain reasonable assurance

whether the financial statements are prepared, in all material

respects, in accordance with an identified financial reporting

framework generally accepted in India, and are free of material

misstatements. An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by

management, as well as evaluating the overall financial

statements. We believe that our audit provides a reasonable

basis for our opinion.

We report that the consolidated financial statements have

been prepared by the Company in accordance with the

requirements of Accounting Standards (AS) 21, Consolidated

Financial Statements, issued by the Institute of Chartered

Accountants of India and on the basis of the separate audited

financial statements of the Company and its subsidiaries

included in the consolidated financial statements except that

the standalone financial statements of Panoramic Universal

Limited do not include amounts expressed in foreign currency,

as such disclosure is not warranted by Schedule VI to the


In our opinion and to the best of our information and according

to the explanations given to us and on consideration of the

separate audit reports of individual audited financial

statements of the Company and its subsidiaries, and subject

to the matter referred to in above paragraphs, the said

accounts give a true and fair view in conformity with the

accounting principles generally accepted in India:

a. in the case of the consolidated Balance Sheet, of the

consolidated state of affairs of the Company and its

subsidiaries as at March 31, 2007;

b. in the case of the consolidated Profit and Loss Account,

of the consolidated results of operations of the Company

and its subsidiaries for the year ended on that date; and

c. in the case of consolidated Cash Flow statement, of the

consolidated cash flows of the Company and its

subsidiaries for the year ended on that date.



H.H.Topiwala

Proprietor

Membership No.38660

Mumbai

August 30, 2007

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67

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SOURCES OF FUNDS

Shareholders’ Funds

Share Capital 1 64,787,500 64,787,500

Reserves & Surplus 2 683,772,792 383,136,560

Loan Funds

Secured Loan 3 774,207,545 795,505,266

Unsecured Loan 4 490,789,020 375,792,781

Deferred Income Tax 5,548,261 5,716,663-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total 2,019,105,118 1,624,938,770-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------APPLICATION OF FUNDS

Fixed Assets 5

Gross Block 1,780,283,880 1,631,328,605

Less: Depreciation 378,143,548 339,231,188

Net Block 1,402,140,332 1,292,097,417

Capital Work-In-Progress 19,128,489 438,493

Investments (At Cost) 6 2,112,691 4,249,131

Current Assets, Loans and Advances

Raw Materials 7 6,646,463 8,134,029

Sundry Debtors 8 320,435,825 159,254,277

Cash and Bank Balances 9 248,001,769 82,662,611

Loans & Advances 10 375,937,829 216,237,752

Minority Interest (2,235,822) (1,620,569)

948,786,064 464,668,100

Current Liabilities and Provisions 11

Current Liabilities 252,915,697 128,395,684

Provisions 106,710,302 12,882,905

359,625,999 141,278,589

Net Current Assets 589,160,065 323,389,511

Miscellaneous Expenditure 12 6,563,541 4,764,218

(To the extent not written off or adjusted)-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total 2,019,105,118 1,624,938,770-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Notes forming part of the Accounts & Accounting Policies 21 —

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CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2007

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






Membership No.38660


68

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Particulars Sch. Year ended Year ended

31-03-2007 31-03-2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

INCOME

Income from Information Technology Business 13 257,954,814 209,215,266

Income from Hospitality Business 14 547,949,210 452,768,500

Other Income 15 525,995,191 180,772,423-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total 1,331,899,215 842,756,189-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------EXPENDITURE

Raw Materials Consumed 16 100,373,403 162,237,958

Personnel Expenditure 17 233,353,211 149,129,002

Software Development Expenses 18 100,597,927 86,685,792

General & Administrative Expenses 19 299,582,035 163,913,054

Depreciation & Amortisation 5 50,631,320 36,634,114

Interest and Finance Charges 83,070,550 53,337,948

Loss on Sale of Hotel — 25,635,293

Deferred Revenue Expenditure Written Off — 1,500,000

Preliminary Expenses Written Off 20 1,556,051 1,711,149

Provision for the diminution in value of investments 206,929 209,510

Minority Interest 1,330,787 1,147,685

870,702,213 682,141,505

PROFIT BEFORE TAX 461,197,002 160,614,684

Provision for Fringe Benefit Tax 214,213 96,603

Provision for Current Tax 132,705,645 27,924,534

PROFIT AFTER TAX 328,277,144 132,593,547

Less: Tax Paid for earlier year 58,764 —

Add: Prior Period Adjustments 1,230,562 16,549

Add: Profit brought forward from the previous year 201,019,218 82,273,996

Amount available for appropriation 530,468,160 214,884,092

APPROPRIATIONS:

General Reserve 10,000,000 5,000,000


Tax on Dividend including surcharge 2,202,127 1,090,374

Balance carried to Balance Sheet 505,308,533 201,019,218-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total 530,468,160 214,884,092-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Earnings Per Share (Equity shares, par value of Rs.5/- each) 0 25.33 10.23

Notes forming part of the Accounts & Accounting Policies 21

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CONSOLIDATED PROFIT & LOSS ACCOUNT

FOR THE YEAR ENDED 31st MARCH 2007

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






Membership No.38660


69

SCHEDULES TO CONSOLIDATED BALANCE SHEET

AS AT 31st MARCH 2007

SCHEDULE 1 : SHARE CAPITAL

Authorised:

50,000,000 Equity Shares of Rs.5 each 250,000,000 250,000,000

Issued, Subscribed and Paid Up:

12,957,500 Equity Shares of Rs.5 each fully paid up

(includes 1,400,000 equity shares of Rs. 5 each, 64,787,500 64,787,500

allotted as fully paid up Bonus shares out of free

reserves)

(2,937,500 Equity shares of Rs.5 each to be issued

as fully paid up pursuant to the Scheme of

amalgamation of Sai Motels & Resorts Ltd. with the

Company without payment being received in cash

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 64,787,500 64,787,500

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 2: RESERVES & SURPLUS

Capital Reserve


On account of difference in capital issued to the

shareholders of erstwhile Sai Motels & Resorts Ltd. —

103,051,500 103,051,500

Securities Premium Account

As per last Balance Sheet 669,200 669,200

General Reserve


Transferred from Profit and Loss Account 10,000,000 5,000,000

99,050,000 89,050,000

Profit and Loss Account

Balance Carried Forward 505,308,533 201,019,218

Currency Translation Reserve (24,306,441) (10,653,358)

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 683,772,792 383,136,560

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 3: SECURED LOAN

From Banks 774,207,545 795,505,266

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 774,207,545 795,505,266

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 4: UNSECURED LOAN

From Other Companies 490,789,020 375,792,781

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 490,789,020 375,792,781

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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70

SCHEDULE 5: FIXED ASSETS-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DESCRIPTION GROSS BLOCK (At Cost) DEPRECIATION NET BLOCK

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As at Additions Deductions Translation As at As at For the Deductions Translation As at As at As at

01-04-2006 during during Adjustment 31-03-2007 01-04-2006 year during Adjustment 31-03-2007 31-03-2007 31-03-2006

the year the year the year-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Land 240,874,518 (2,028,115) 238,846,403 - - - - - 238,846,403 240,874,518

Buildings 1,116,415,931 123,340,732 (25,046,108) 1,214,710,555 198,801,362 21,040,671 (5,229,654) 214,612,379 1,000,098,176 917,614,569

Plant & Machinery 131,241,715 4,577,213 (3,168,578) 132,650,350 96,627,541 2,744,827 - (2,827,943) 96,544,425 36,105,925 34,614,174

Computers 6,352,698 385,766 6,738,464 5,130,231 936,090 - 6,066,321 672,143 1,222,467

Furniture & Fixtures 60,632,530 30,280,546 (1,452,363) 89,460,713 13,580,808 16,207,172 (893,080) 28,894,900 60,565,813 47,051,722

Vehicles 12,069,844 9,936,471 4,182,400 (162,658) 17,661,257 7,789,328 1,562,408 1,849,393 (166,711) 7,335,632 10,325,625 4,280,516

Office Equipments 29,536,039 7,587,450 (752,871) 36,370,618 15,864,072 5,573,055 (627,800) 20,809,327 15,561,291 13,671,967

Air Conditioners 2,399,640 1,367,067 3,766,707 541,025 125,281 - - 666,306 3,100,401 1,858,615

Electrical Installations 632,697 632,697 42,552 30,053 - - 72,605 560,092 590,145

Goodwill 13,054,474 (83,651) 12,970,823 - - - 12,970,823 13,054,474

Livestock 45,200 25,000 70,200 - - - - - 45,200

Borrowing Cost 2,053,224 (60,484) 1,992,740 452,749 163,752 (20,073) 596,428 1,600,475

(Ref.Sch.21 Note 1(x) - - -

Capital Improvement 16,020,095 8,934,380 (471,922) 24,482,553 401,520 2,248,011 (104,306) 2,545,225 21,937,328 15,618,575-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Total 1,631,328,605 186,434,625 4,252,600 (33,226,750) 1,780,283,880 339,231,188 50,631,320 1,849,393 (9,869,567) 378,143,548 1,400,744,020 1,292,097,417-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Previous Year 1,372,827,656 352,567,734 102,204,217 8,137,432 1,631,328,605 306,480,063 36,634,114 7,581,956 3,698,967 339,231,188 1,292,097,417 1,066,347,593-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Capital Work In Progress: - 19,128,489/-

(Last Year :- 438,493/-)



SCHEDULE 6 : INVESTMENTS (At Cost) - Long Term

A) QUOTED Investments - (Non - Trade) - Equity Shares

(in Rs.)-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sr. No. Name of the Company No. of Shares Face Value No. of Shares Face Value As At As At

31.3.2007 Per Share (Rs.) 31.3.2006 Per Share (Rs.) 31.3.2007 31.3.2006-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1 Himachal Fut. Comm. 53600 10 53600 10 1,501,802 1,501,802

2 Punjab Tractors Ltd 300 10 400 10 62,133 62,134

3 Silverline 5300 10 5300 10 37,443 37,443

4 Tips Industriess 5000 10 5000 10 197,837 197,837

5 Wellwin India Ltd. 3500 10 3500 10 53,350 53,350

6 Carol Infoservices Ltd. 1900 10 2400 10 60,115 60,115

(Formerly known as Wockhart Lifesciences Ltd)

1,912,680 1,912,681

Less : Provision for dimiunition in value of Long Term Investments 416,439 209,510

Total Long Term Investments 1,496,241 1,703,171

B) UNQUOTED Investments Face Value Units

(Rs)

1) National Savings Certificate — — 6,000 8,000

2) Investment in Kotak Mutual Fund 10 183,357 — 2,000,000

3) Investment in Franklin Templeton Mutual Fund 10 53,663 566,870 537,960

4) Saraswat Bank 43,580 —

Aggregate Book Value of Investments 2,112,691 4,249,131

Quoted - Market Value Rs. 16,04,020/- (Previous year Rs.1,744,024)

71

SCHEDULE 7 : INVENTORIES (At Cost)

Raw Materials 6,646,463 8,134,029

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 6,646,463 8,134,029

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 8 : SUNDRY DEBTORS


Over six months 179,362 8,636,382

Others 320,256,463 150,617,895

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 320,435,825 159,254,277

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 9 : CASH AND BANK BALANCES

Cash in hand 4,375,528 3,414,053

Bank balances —

With Scheduled Banks 101,625,536 16,126,420

With Non-Scheduled Banks

Commercial Bank of Dubai - UAE 528,544 146,010

(Maximum balance during the year Rs.1,152,907/-)

ANZ Bank - New Zealand 15,572 3,919

(Maximum balance during the year Rs.15,482/-)

First Union Wachovia-check A/c 1,525,982 10,004,610


First Union Wachovia-HYMM A/C 863 —

(Maximum balance during the year Rs.863/-)

First Union Binghamton Check A/c — 25,347

M & T Bank-Syracuse A/c 234,376 87,004


M & T Bank-Binghamton Club A/c — 58,314

Wachovia A/c No.9304 537 29,941,565


ANZ Banking Group(NZ) Ltd 558,267 193,210

(Max. balance during the year Rs5,287,342/-)

First Union Wachovia Bank- Money Market Account 44,107,623 1,638,942


First Union -Comfort Inn- CK 820 —

(Maximum balance during the year Rs.820/-)

Merchant Accounts 7,906,472 —

Wachovia Bank A/c No.9359 11,026,747 2,360,201

(Max. Bal. During the year Rs 11,026,747/-)

Bank of America A/c No.740 798,039 46,827

(Max. Bal. During the year Rs 13,379,779/-) ----

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-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

72

TD Banknorth 3,309,997 3,124,062


Bank of America 5,055,732 5,158,520


Belmax Inc 60,424,000 7,559,900


Wachovia Bank - A/c 8097 2,860,087 22,929


Balance in Escrow Account —

Wachovia Bank A/c No. 8385 545,316 703,560


First Merit Bank A/c No. 3895 1,105,074 653,798

Max. bal. During the year Rs.3,956,023/-)

First Merit Bank A/c No. 3900 327,217 73,420

(Max. bal. During the year Rs.619,263/-)

Remittance in Transist 349,440 —

Fixed Deposits with Scheduled Banks 1,320,000 1,320,000

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 248,001,769 82,662,611

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 10 : LOANS AND ADVANCES


Accrued Interest 68,426 59,564

Loan to Subsidiary (Sai Motel NZ) 3,336,226 2,679,950

Advances recoverable in cash or in kind or for value

to be received 349,119,329 196,312,290

Advance for Technical Know How 10,112,387 10,112,387

Deposits 5,536,743 3,267,535

Advance Tax and TDS 4,223,096 486,358

Prepaid Expenses 3,541,622 3,319,668

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 375,937,829 216,237,752

-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 9 : CASH AND BANK BALANCES (Contd.)

73

SCHEDULE 11 : CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Bank Overdraft

Bank of America A/c No. 740 — 1,404,941

Sundry Creditors 47,111,231 22,716,529

Advances 141,377,796 53,480,583

Duties & Taxes 18,079,674 22,965,247

Unclaimed Dividend 719,626 718,768

Advance Against Warrants 21,996,392

Overdrawn Bank Balances 1,266,087 2,565,112

Other Liabilities 22,364,891 24,544,504

252,915,697 128,395,684

PROVISIONS

Provision for Taxation 90,137,432 2,327,046

Provision for Fringe Benefit Tax 296,200 96,603


Provision for Dividend Tax 2,202,127 1,090,374

Other Provision 1,117,043 1,594,382

106,710,302 12,882,905

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 359,625,999 141,278,589

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 12 : MISCELLANEOUS EXPENDITURE

(To the extent not written off or adjusted)

Preliminary Expenses 213,462 225,366

Share Issue Expenses 304,000 607,000

Pre-operative Expenditure 2,753,925 3,757,654

GDR Issue Expenses 3,292,154

Deferred Revenue Expenditure — 174,198

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 6,563,541 4,764,218

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.

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74

SCHEDULE 13 : INCOME FROM INFORMATION TECHNOLOGY BUSINESS

Income from I T Export 255,570,442 204,905,752

Income from I T Activities Abroad 2,224,343 3,883,454

Income from DTA Sales 160,029 426,060-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

257,954,814 209,215,266-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 14 : INCOME FROM HOSPITALITY BUSINESS

Income from Lodging & Boarding 390,738,066 436,878,370

Income from sale of Food & Beverages 157,211,144 15,890,130-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

547,949,210 452,768,500-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 15 : OTHER INCOME

Consultancy 507,723,717 138,752,250

Profit on Sale of Long Term Investments 159,606 —

Interest (TDS Amount Rs.15,630/-) 90,657 70,500

Dividend on Long Term Investments 28,910 3,550

Exchange Rate Fluctuations - Gain 1,804,586 1,370,361

Other Income 16,187,715 40,575,762-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

525,995,191 180,772,423-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 16 : RAW MATERIALS CONSUMED

Opening Stock 5,541,072 1,055,471

Add : Purchases during the year 99,711,839 166,716,301

Add : Freight Inward 43,926 7,258-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

105,296,837 167,779,030-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Less : Closing Stock 4,923,434 5,541,072-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

100,373,403 162,237,958-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 17 : PERSONNEL EXPENDITURE

Salaries including overseas staff expenses

Salaries & Allowances 224,938,841 143,668,946

Bonus & Ex-Gratia 19,327 198,268

Directors’ Remuneration 3,362,240 1,725,744

Partners’ Remuneration 60,000 30,000

Staff Welfare Expenses 2,680,356 1,788,293

Leave Encashment 288,898 129,597

Leave Travel Allowance 172,265 156,722

Staff Training & Development Exps. 528,732 23,864

Medical Reimbursement 12,563 42,362

Gratuity 143,030 447,854

Contribution to ESIC 49,318 15,636

Contribution to PF 1,097,641 882,256

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 233,353,211 149,109,542

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULES TO CONSOLIDATED

PROFIT & LOSS ACCOUNT FOR THE YEAR

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SCHEDULE 18 : SOFTWARE DEVELOPMENT EXPENSES

Consultancy charges 100,597,927 86,685,792

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 100,597,927 86,685,792

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 19 : GENERAL & ADMINISTRATIVE EXPENSES

Accounting Fees 387,801 260,841

Advertisement & Sales Promotion 18,383,752 9,828,224

Administrative Expenses — 18,324

Audit Fees 483,666 303,884

Bank Charges & Commission 5,676,986 2,077,984

Books & Periodicals 55,545 46,297

Cleaning & Sanitation 1,857,110 1,349,634

Communication Expenses 6,925,720 7,836,622

Commission / Discount 5,287,129 4,902,859

Computer Expenses 391,530 461,570

Consumables 482,707 325,444

Donations & Gifts 130,071 9,865

Electricity & Water Charges 2,798,017 2,041,774

Entertainment Expenses 82,497 3,563,090

Exchange Rate Fluctuation Loss 799,169 2,284,978

Farm House Expenses — 35,263

Fuel 14,845,046 18,438,733

Franchise Fees 27,871,839 16,335,149

Housekeeping Charges 61,663,923 4,162,548

Incentive to Staff — 19,460

Insurance Charges 20,909,811 10,248,467

Labour Charges 5,515,448 1,133,060

Licence & Fees 1,775,042 1,040,788

Kitchen & Restaurant Expenses 65,283 375,831

Loss on Sale of Fixed Assets 1,076,515 154,358

Loss on Sale of Long Term Investments — 51,619

Membership & Subscription 3,886,485 2,270,126

Miscellaneous Expenses 4,021,880 4,725,477

Office Expenses 668,696 661,289

PF Administration Charges 111,176 84,797

Printing & Stationery 1,094,783 1,491,194

Professional Fees 42,206,513 11,703,146

Rent, Rates & Taxes 23,392,872 26,244,998

Repairs & Maintenance 21,073,303 18,390,053

Sales Tax 4,227,753 1,101,917

Security Charges 1,723,575 1,246,966

Selling & Distribution Expenses 689,540 766,968

Transportation expenses 279,595 22,844

Travel & Conveyance Expenses 12,710,883 4,631,126

Wealth Tax 5,201 —

Vehicle Expenses 6,025,173 3,284,947-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

299,582,035 163,932,514---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

76

SCHEDULE 20 : PRELIMINARY EXPENSES WRITTEN OFF

Computer Sotware Expenditure Written Off 174,198 259,212

Merger & Acquisition Expenses W/ff 75,124 75,124

Miscellaneous Expenditure Written Off — 45,016

Preliminary Expenses Written Off 1,003,729 1,028,797

Share Issue Expenses Written Off 303,000 303,000

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1,556,051 1,711,149

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 21 NOTES FORMING PART OF THE ACCOUNTS AND ACCOUNTING POLICIES

1 SIGNIFICANT ACCOUNTING POLICIES:

a) The consolidated financial statements relate Panoramic Universal Ltd. and its subsidiary companies. The consolidated

financial statement have been prepared on following basis:

i) The financial statement of the Company and its subsidiary companies are combined line-by-line basis by adding together

the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group transactions

resulting in unrealised profits or losses in accordance with Accounting Standard (AS) 21-”Consolidated Financial

Statements” issued by the Institute of Chartered Accountants of India.

ii) In case of foreign subsidiaries, revenue items are consolidated at the average rate prevailing during the year. All assets

and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation

is taken to cumulative currency translation reserve as shown seperately.

iii) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of

shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

iv) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like

transactions and other events in similar circumstances and are presented in the same manner as the Company’s

separate financial statements.

b) Other significant accounting policies

i) Method of Accounting and Preparation of Financial Statements

The Financial Statements are prepared on Historical Cost Convention on an accrual basis and in accordance with

Accounting Standards issued by the Institute of Chartered Accountants of India and the presentational requirements

laid down by the Companies Act, 1956.

ii) Revenue Recognition

On time-and-material contracts, revenue from software development is recognized as and when the related services

are rendered and billed to clients as per the terms of specific contracts. On fixed -price contracts, revenue is recognized

based on the milestones achieved as specified in the contracts on the basis of the work completed. In respect of

Hospitality business, both income and expenditure items are recognised on accrual basis.

iii) Fixed Assets

Fixed assets are stated at their original cost along with taxes, duties, freights and any directly attributable cost of

bringing the asset to its working condition for the intended use up to the date of commissioning for operation, attributable

to acquisition / construction of the concerned assets except where fixed assets are taken over at consolidated price

. Fixed Assets acquired on business purchase at consolidated price have been stated at replacement cost except for

land which is stated at fair value. Capital work-in-progress represents renovation work, installation of office equipment,

computers, furniture and fixtures etc. at the new office premises and hotel at Shirdi.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31-03-2007 31-03-2006

Rs. Rs.-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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77

iv) Depreciation and Amortization

Depreciation on assets other than those situated in the New Zealand has been provided at the rates and in the manner

prescribed in the Schedule XIV to the Companies Act, 1956 on the straight line basis. Depreciation in respect of the

assets in the USA and New Zealand has been provided according to the provisions of the Taxation Laws prevailing in

the respective countries. Franchise Fees paid to CDAC towards setting up and running of overseas I T Training Centres

has been amortized over a period of four years.

v) Foreign Currency Transactions

Transaction in foreign currency (currency other than companies’ functional currency) are booked at the exchange rate

prevailing on the date of the particular transaction. Any gain or loss arising from exchange rate fluctuations has been

taken to Profit & Loss Account. All monetary items denominated in foreign currencies at the end of the year have been

translated at the year end rates. In respect of income and expenditure at the overseas branches, month-end exchange

rates have been adopted. Foreign currency translation treatment in respect of foreign subsidiaries is described in 1 (a)

(ii).

vi) Investments

Investments other than investments in subsidiary are valued at cost of acquisition which includes brokerage. Profit or

loss on sale of investments are taken into account at the time of sale of investments. Dividends credited / debited for

ex-dividend / cum-dividend transactions are included in the cost of acquisition of the investment.

vii) Inventories

Inventories of food materials and beverages, stores and supplies are valued at cost on FIFO basis.

viii) Computer Software Expenses

Computer Software Expenses have been deferred to be written off over a period of five years.

ix) Retirement Benefits

Provision for gratuity payable to employees who have completed 5 years of continuous service has been made on an

estimated basis in respect of the parent Indian Company. Provision for leave encashment has been made on the basis

of number of days’ leave to the credit of the employees at the end of the financial year in respect of the parent Indian

Company.

x) Borrowing Costs

Borrowing Costs incurred on acquisition of fixed assets has been classified under “Fixed Assets” pending allocation to

various fixed assets.

xi) Impairment of Assets

Assessment of impairment of fixed assets is carried out on each balance sheet date. Impairment loss is recognised

when carrying amount of any asset exceeds its recoverable amount.

2 The subsidiary companies considered in the consolidated financial statements are:

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Name of the Subsidiary Country of Proportion of

Incorporation ownership interest-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Panoramic Ace Properties Inc. U.S.A. 100%

Sai Properties Inc. U.S.A. 100%

Sai Motels Limited New Zealand 100%

Georgian Motel Corp. U.S.A. 100%

(Georgian Motel Corp is a wholly owned subsidiary of Panoramic

Ace Properties Inc.

Sai Living Hudson Inc. U.S.A 100%

(Sai Living Hudson Inc. is a wholly owned subsidiary of

Panoramic Ace Properties Inc

Sai Living Hudson Inc. was acquired on 15th October, 2005.

The excess of purchase consideration over the net assets of

the company (Rs.9,913,653/-) is treated as goodwill.

Enya Technologies Pvt.Ltd was acquired on 5th February, 2007 India 100%

Ambitious Infrastructure Pvt.Ltd was acquired on 6th March, 2007. India 100%-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

78

3 Contingent Liabilities

I Estimated amount of capital commitments not provided for: Rs. Nil Rs. Nil

II Contingent Liabilities not provided for: Rs. Nil Rs. Nil

III Guarantees given on behalf of wholly owned subsidiary 58,266,000 60,034,500

4 Profit & Loss Account includes: 2006-07 2005-06

Remuneration to Directors 3,362,240 1,695,744

Sitting Fees Rs. Nil Rs. Nil

Other Perquisites Rs. Nil Rs. Nil

5 None of the suppliers had informed the Company that they are small scale undertakings. Hence information regarding dues to

Small Scale Undertakings could not be provided.

6 The Company has not provided for Current and Deferred Taxation on its income in India as the income from IT business exempted

from Income Tax up to the year ending 31-03-2009 under Section 10A of the Income Tax Act, 1961 and due to loss in its

Hospitality business.

7 The Company had issued warrants on preferantial basis to foreign investors which are convertible into equity shares on 4th

May, 2007 at the rate of 1 equity share for each warrant. As per the SEBI Guidelines, the investors were required to convert the

warrants into equity shares within a period of 18 months fromt he date of allotment. Since the investors failed to convert the

same, the advance money received was forfeited inthe current financial year pursuant to the said Guidelines.

8 The Company has received necessary approval fromt he Ministry of Corporate Affairs towards exemption from attaching copy

of the financial accounts of the Subsidiary Companies under section 212 (1) of the Companies Act, 1956.

9 Disclosures of related parties for the year ended 31.03.2007.

1 Enterprises owned by directors / major shareholders of the Company

Panoramic Hotels Ltd., Pancard Clubs Ltd. , Pan Product Impex Private Ltd., Panoramic Land Developers Private Ltd., Pan

Herbbo Ltd., Smooth Financials Private Ltd., Enya Technologies Pvt.Ltd Ambitious Infrastructure Pvt. Ltd., Pan Ad, Grand

View Hotel, Restaurant & Bar, Graciano Cottages.

2 Key Management Personnel

a) Viidyaa Moravekar Managing Director

b) Arun Tari Whole time Director

3 Related party transactions

The Company has entered into the following transactions with related parties during the year. These transactions along

with the relevant balances are set out as under:

(i) Transactions with Director 2006-07 2005-06

Remuneration

Arun B. Tari 327,900 346,896

Viidyaa S. Moravekar 3,034,340 1,348,848

(ii) Transactions with Associate Companies

a) Rent paid

Pan Herbo Ltd. 240,000 240,000

b) Rent received

Pan Herbo Ltd. 180,000 180,000

(iii) Amount due to related parties

Pancard Clubs Ltd. 33,600 11,686,387

(iv) Dividend paid

Pancard Clubs Ltd 1,762,500 1,468,751

Panoramic Resorts (India) Ltd 48,737 40,614

Panoramic Land Developers Pvt. Ltd 25,740 21,450

Mrs.Manda Mohan Phatarphekar 70,440 58,700

Mrs Usha Tari 6,600 5,500

Mrs Deepashree Tari 240 200

Mr.Sudhir S. Moravekar 3,869,881 3,224,901

79

4 Loans/Advances in the nature of Loans given to Subsidiaries and Associates(Pursuant to Clause 32 of the Listing

Agreement):-

(in Rs.)

Name of the Company As at 31.3.2007 As at 31.3.2006 Maximum Balance

during the year

a) Sai Motels Ltd. (NZ) Subsidiary 3,336,226 2,679,950 3,336,226

Notes:-

1 Loans/Advances shown above, to associates fall under the category of Loans &Advances in nature of Loans where

there in no repayment schedule and re-payable on demand.

5 Investment by the loanee in the shares of the Company

Name of the Company No. of Shares

a) Sai Motels Ltd.(NZ) NIL

10 Segment Reporting

a) The Company’s operations are focused on Software Development and Hospitality Business. Accordingly, these two

business divisions comprise the primary basis of the segment information set out in the financial statements:

(in Rs.)

Particulars I T Activities Hospitality Total

Business

REVENUE

External Revenue 260,087,918 1,071,811,297 1,331,899,215

Inter-Segment Revenue — — —

Total 260,087,918 1,071,811,297 1,331,899,215

RESULT

Profit before Depreciation, Interest & Tax 121,712,805 473,186,067 594,898,872

Depreciation 2,170,721 48,460,599 50,631,320

Interest 4,115,840 78,954,710 83,070,550

Taxation 220,077 132,699,781 132,919,858

Net Profit 115,206,167 213,070,977 328,277,144

OTHER INFORMATION

Segment Assets 368,338,590 1,644,202,986 2,012,541,576

Segment Liabilities 485,410,181 779,586,384 1,264,996,565

b) Secondary Segment Reporting is made on the basis of geographical regions. Revenues are segregated on the basis of the

location of the customer who is invoiced or in relation to which the revenue is otherwise recognized.

(in Rs.)

Asia Rest of the World Total

External Revenue 317,858,838 1014040377 1,331,899,215

11 Earnings Per Share

2006-07 2005-06

I Profit Attributable to Equity Shareholders (Rs.) 328,277,144 132,593,547

II Number of Equity Shares 12,957,500 12,957,500

III Nominal Value of Equity Share Rs. 5 Rs. 5

IV Basic Earnings Per Equity Share 25.33 10.23

12 Corresponding figures for previous periods presented have been regrouped, where necessary, to confirm to this year’s

classification.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






Membership No.38660


80

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit before tax 461,197,002 160,614,684

Adjustments for :

Depreciation and Amortisation 50,631,320 36,634,114

Dividend received (28,910) (3,550)

Interest received (90,657) (70,500)

Loss on sale of investment (159,606) 51,619

Loss on sale of fixed assets 1,076,515 154,358

Loss on sale of hotel — 25,635,293

Interest paid 83,070,550 53,337,948

Provision for diminution in value of investments 206,929 209,510

Preliminary Expenditure written off 1,556,051 1,711,149

Deferred Revenue Expenditure written off — 1,500,000-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

136,262,192 119,159,941-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating profit before working capital changes 597,459,194 279,774,625

Movement in Working Capital :

(Increase) / Decrease in Sundry Debtors (161,181,548) (151,559,432)

(Increase) / Decrease in Inventory 1,487,566 (7,158,981)

(Increase) / Decrease in Loans & Advances (159,700,077) (44,471,338)

Increase / (Decrease) in Minority Interest 615,253 (1,523,733)

(Increase) / Decrease in Misc. Expenditure (3,228,934) 3,092,308

Increase / (Decrease) in Current Liabilities 124,520,013 45,172,710

Increase / (Decrease) in Provision 93,434,594 5,192,374

Increase / (Decrease) in Pre-operative Expenditure — —-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(104,053,133) (151,256,092)-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash generated from Operations 493,406,061 128,518,533

Direct Tax Paid (105,213,615) (26,584,966)

Prior Period Items (1,230,562) 16,549

Net Cash Flow from Operating Activities ( A) 386,961,884 101,933,567

B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchases of Fixed Assets (205,124,621) (358,428,107)

Purchase of Investments (72,490) (2,539,960)

Sale of Investments 1,635,465 96,879

Sale of Fixed Assets (1,326,692) 68,832,610

Dividend received 28,910 3,550

Interest received 90,657 70,500

Net cash Flow from Investing Activities (B) (204,768,771) (291,964,528)

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31.03.2007 31.03.2006

Rs. Rs.

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CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31st MARCH, 2007

81

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C. CASH FLOW FROM FINANCING ACTIVITIES :

Secured Loan from Bank (21,297,721) 133,115,752

Unsecured Loan 114,996,239 167,892,486

Dividends Paid (12,957,500) (6,478,750)

Additional Tax on Dividend (2,202,127) (908,645)

Minority Interest 1,330,787 1,147,685

Interest Paid (83,070,550) (53,337,948)

Net cash Flow from Financing Activities ( C ) (3,200,872) 241,430,580

Adjustment on account of exchange rate (13,653,083) (11,055,666)

Net Increase / (Decrease) in cash & cash equivalents (A+B+C) 165,339,158 40,343,953

Cash and Cash equivalents at the beginning of the year 82,662,611 42,318,658

Cash and Cash equivalents at the end of the year 248,001,769 82,662,611

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


31.03.2007 31.03.2006

Rs. Rs.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31st MARCH, 2007

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

AUDITORS’ CERTIFICATE

We have examined the attached Cash Flow Statement of Panoramic Universal Limited for the year ended 31st March, 2007. The

Statement has been prepared by the Company in accordance the reqirements of Clause 32 of the Listing Agreement with Stock

Exchanges and is based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company

covered by our report of even date to the Members of the Company.



H.H.Topiwala

Proprietor

Membership No.38660

Mumbai, August 30, 2007

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






Membership No.38660


82

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1 Name of the Panoramic Ace Sai Sai Motels Georgian Sai Living Enya Ambitioussubsidiary Properties Inc. Properties Ltd.- New Motel Hudson- Techno- Infra-

(formerly Inc.- Zealand Corp.- USA USA logies structureknown as IT USA Private PrivateHospitality Limited LimitedInc.)- USA

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------2 Financial year ended 31-Mar-07 31-Mar-07 31-Mar-07 31-Mar-07 31-Mar-07 31-Mar-07 31-Mar-07-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------3 Holding company’s 100% in 100% in 100% in 100% in 100% in 100% in 100% in

interest equity shares equity shares equity shares equity shares equity shares equity shares equity shares-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------4 Shares held by the 4204 equity 220 equity 1258665 equity 200 equity 22 equity 10000 shares 10000

holding company in shares of USD shares shares of NZD shares of shares of of Rs. 10/- shares ofthe subsidiary 2500 each fully of USD 2500 1 amounting to no par value no par value each Rs. 10/-

paid up amounting each fully Rs. held by held by amounting eachto Rs.47,35,28,560/- paid up 2,77,10,073/- Panoramic Panoramic to Rs. amounting

amounting to Ace Ace 1,00,000/- to Rs. Rs.2,40,84,000/- Properties Properties 1,00,000/-

Inc. Incamounting amounting

to USD to USD1,00,000/- 20,22,430/-

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------5 The net

aggregate ofprofits or lossesfor the currentperiod of thesubsidiary so far asit concerns themembers of theholding company

a) dealt with or NIL NIL NIL NIL NIL NIL* NIL*provided for inthe accountsof the holdingcompany

b) not dealt with Profit Rs. Profit Rs. Loss Rs. Profit Rs. Profit Rs.or provided 5,85,35,513/- 4,61,87,252 /- (52,74,906) /- 6,16,43,317/- 4,65,06,433 /-for in theaccounts ofthe holdingcompany.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------6 The net aggregate

of the profits or lossesfor previous financialyears of the subsidiaryso far as it concernsthe members of theholding company.

a) dealt with or NIL NIL NIL NIL NIL NIL* NIL*provided for inthe accounts ofthe holdingcompany

b) not dealt with or Rs. Rs. Rs. Rs. Rs.

provided for in 2,20,24,948/- 75,28,872/- (29,52,426)/- 1,67,57,248/- 49,10,228/- NIL* NIL*the accounts ofthe holdingcompany.

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* Not applicable, since the companies - Enya Technologies Private Limited and Ambitious Infrastructure Private Limited not commence

its operations.

Statement pursuant to Section 212 of the Companies Act, 1956

-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For and on behalf of the Board

Viidyaa Moravekar Hemlata Sawant Jaydeep Kurup

Managing Director Director Company Secretary

Mumbai, August 30,2007

83

PROXY FORM

Panoramic Universal LimitedRegd Office: Aman Chambers, 4th Floor, Opp. New Passport Office, Veer Savarkar Road, Prabhadevi, Mumbai – 400 025

I/We......................................................................................................of.......................................................................in the district of

..................................being a Member/Members of the above named Company hereby appoint.................................. of

…...........………………………...in the district of................................................or failing him/her….………………………...

of………………………..in the district of….………………………...as my/our proxy to attend and vote on my/our behalf at the

Sixteenth Annual General Meeting of the Company to be held at Hotel Kohinoor Park at Veer Savarkar Marg, Opposite Siddhivinayak

Temple, Prabhadevi, Mumbai – 400 025 on Saturday, September 29, 2007 at 11.00 a.m. and at any adjournment thereof.

Signed this...........................day of.......................................................2007.

Folio No. ............................................................DP Id.........................................................Client Id...........................................................

No. of Shares held... . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Signature of the Member) .....................................................................................................................................................................

NOTES:

1. The proxy need not be a member.

2. The proxy form duly signed across Revenue Stamp should be lodged at the Company’s Registered Office at least 48 hours

before the time of the meeting.

........................................................................................................................................ .......................

ATTENDANCE SLIP

Panoramic Universal LimitedRegd Office: Aman Chambers, 4th Floor, Opp. New Passport Office, Veer Savarkar Road, Prabhadevi, Mumbai – 400 025

Shareholders attending the Meeting in person or by proxy are requested to complete the attendance slip and hand it over at the

entrance of the meeting hall.

I hereby record my presence at the Sixteenth Annual General Meeting of the Company at Hotel Kohinoor Park at Veer Savarkar

Marg, Opposite Siddhivinayak Temple, Prabhadevi, Mumbai – 400 025 on Saturday, September 29, 2007 at 11.00 a.m. and at any

adjournment thereof.

..................................................................................................................................................................

Full name of the Shareholder (IN BLOCK LETTERS)

No. of shares held.......................

Member’s Folio No. .. . . . . . . . . . . . . . . . . . . DP-ID No. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Client ID No. .. . . . . . . . . . . . . . . . . . . . . . . . . . . .

..................................................................................................................................................................

Full name of Proxy

(IN BLOCK LETTERS)

NOTE: - Shareholder/ Proxy holder desiring to attend the meeting should bring his copy of the Annual report for reference at the meeting.

Affix

Revenue

Stamp

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