Dear Shareholders,

The Directors are pleased to present the Twenty Fifth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2016.

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

The standalone performance of the Company for the financial year ended 31st March, 2016 is summarized as below:

(Rs, in Lakhs)

Review of results and Company's affairs

The Company operates into two segments i.e. Hospitality and IT. The Company's total revenue from Hospitality and other ancillary business activities has risen to ' 3,029 Lakhs from Rs, 2,525 Lakhs in previous year i.e growth of 20% on a standalone basis. The revenue from above segment has risen to Rs, 12,356 Lakhs from Rs, 10,406 Lakhs in previous year i.e growth of 19% on a consolidated basis.

As far as IT segment is concerned, the revenue from IT business has decreased from Rs, 3219.84 Lakhs to Rs, 213.34 Lakhs vis-a-vis previous year. The revenue from above segment has decreased to Rs, 213.34 Lakhs from Rs, 4476.24 in the previous year.

2) CHANGE IN THE NATURE OF BUSINESS

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

3) DIVIDEND

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

4) TRANSFER TO RESERVES

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

5) BOARD MEETINGS

The Board of Directors met 6 times during the year on 20th May, 2015, 7th July 2015, 13th August, 2015, 29th September, 2015, 6th November, 2015 and 9th February, 2016. The numbers of Board Meetings held during the year 2015-16 were in compliance with the provisions of Companies Act, 2013 and Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6) DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Appointment of Key Managerial Personnel (KMP)

Mr.Ramachandran Ramakrishnan (DIN: 03510460) was appointed as Chief Financial Officer w.e.f. 29th September, 2015 to 9th February, 2016.

Further he was appointed as Additional Director and elevated to Managing Director w.e.f. 10th February, 2016 for a term of 5 years and is not liable to retire by rotation.

Mr. Pravin Chavan was appointed as Chief Financial Officer w.e.f. 10th February 2016 and designated as whole-time Key Managerial Person of the Company.

b) Cessation

Mr. Babu Iyer (DIN: 05193585), Managing Director resigned from the Board of the Company w.e.f. the close of the Company's business hours on 9th February, 2016 as per Section 161(1) of the Companies Act, 2013 due to medical issues. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution and services rendered by Mr. Babu Iyer during his tenure as Managing Director.

Mr. Sanjive Arora, Sr. Vice-President-Corporate Affairs & Company Secretary, of the Company who was classified also as a Key Managerial Person had resigned from his designation w.e.f. 4th May, 2016. The Board hereby places on record its appreciation for the services rendered by him during his tenure as Sr. VicePresident - Corporate Affairs and Company Secretary of the Company.

c) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Sudhir Moravekar (DIN: 00399938) and Mr. Siddhartha Moravekar (DIN: 00022863) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers themselves for reappointment. The Board recommends their re-appointment.

d) Independent Directors

All the existing Independent Directors viz. Mr. Dilip Mulay, Mr. Abeezar Faizullabhoy, Mr. Vilas Mitbawkar, Ms. Hemlata Sawant and Mr. Rajendra Gawde have been appointed as Independent Directors by the members of the Company at the Annual General Meeting held on 27th September, 2014 for a term of 5 years in accordance with the provision of section 149 and other applicable provisions of the Companies Act, 2013 and are not liable to retire by rotation.

e) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (7) of Section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

f) Board Evaluation

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

7) AUDIT COMMITTEE

Pursuant to Section 177(8) of the Companies Act, 2013 and the Rules made there under as may be amended from time to time, your Board has re-constituted the 'Audit Committee' on account of resignation of Mr. Babu Iyer, Ex-Managing Director and member of Audit Committee. The Audit Committee comprised Mr. Dilip S. Mulay as the Chairman and Mr. Ramachandran Ramakrishnan, Mr. Vilas Mitbawkar and Ms. Hemlata Sawant as its other members. More details on the committee are given in the Corporate Governance Report.

8) NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and the Rules made there under as may be amended from time to time, the ‘Nomination and Remuneration Committee’ comprises of Mr. Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde, Mr. Vilas Mitbawkar and Ms. Hemlata Sawant as its other members. The policy formulated by the Nomination and Remuneration Committee for Remuneration of Directors, KMPs and other employees and also criteria determining their qualifications, positive attributes, independence, etc. are mentioned in the Corporate Governance Report and also on the website of the Company.

9) STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and the Rules made there under as may be amended from time to time, the 'Stakeholders Relationship Committee' comprises of Mr. Dilip S. Mulay as the Chairman and Mr. Rajendra Gawde, Mr. Siddhartha Moravekar and Ms. Hemlata Sawant as its other members. The details of the Committee are mentioned in the Corporate Governance Report.

10) VIGIL MECHANISM

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

The WB Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The

Audit Committee of the Board is entrusted to monitor the implementation of WB policy. The details of such mechanism are also posted on the website of the Company.

11) INTERNAL COMPLAINTS COMMITTEE

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

12) DIRECTOR’S RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

13) EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as “Annexure A".

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

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

15) STATUTORY AUDITORS AND AUDITORS’ REPORT

M/s. H. H. Topiwala & Co., Chartered Accountants, Firm Registration No.111022W, Mumbai, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letter from M/s. H.

H. Topiwala & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under applicable provision of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013 and the rules framed there under.

The members are requested to appoint M/s. H.

H. Topiwala & Co., Chartered Accountants as Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting to be held in 2017 and to authorize the Board to fix their remuneration for the year 2016-17.The report of Statutory Auditor forming part of this Annual Report does not contain any qualification, reservation or adverse remarks.

16) SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Makarand Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure B” The report of Secretarial Auditor forming part of this Annual Report do not contain any qualification, reservation or adverse remarks.

17) INTERNALAUDITOR

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

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

a) Conservation of Energy

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

b) Technology Absorption

Since the Company is in the business of IT and Hospitality related sector which forms part of the service industry and does not have any manufacturing operations, the Company was not required to undertake any technology absorption measures.

c) Foreign Exchange Earnings and Outgo

The details on foreign exchange earnings and outgo are furnished in the Note Nos. 33 and 34 of Standalone Accounts.

19) CONSOLIDATED FINANCIAL STATEMENTS

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

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

The Company has total fourteen subsidiaries (Four Indian subsidiaries and Ten Foreign subsidiaries) and one Associate Company.

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

The brief information about the subsidiaries / associates and their financial performance is annexed herewith as “Annexure C”.

21) DEPOSITS

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

22) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

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

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

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

24) RISK MANAGEMENT

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

25) CORPORATE SOCIAL RESPONSIBILTY POLICY (CSR)

The Board has constituted ‘Corporate Social Responsibility (CSR) Committee in accordance with section 135 of the Companies act, 2013 and the Rules made there under. The CSR Committee comprises of Mrs. Viidyaa Moravekar as the Chairperson and Mr. Rajendra Gawde, Mr. Dilip Mulay and Ms. Hemlata Sawant as its other members. Based on the recommendation of the CSR Committee, the Board has adopted the CSR Policy for implementing CSR activities. The Annual Report on the CSR activities is provided as “Annexure-D” to this Report. The detailed CSR policy of the Company is available on the web link http://www.panoramicuniversal.com/pdf/Corporate-Social-Responsibility-Policy.pdf

26) RELATED PARTY TRANSACTIONS

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

27) MANAGERIAL REMUNERATION AND OTHER DETAILS

The necessary details / disclosures of Ratio of Remuneration to each Director to the median employee's remuneration and other details as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ”Annexure F”.

28)MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and analysis of the financial conditions and the results of operations of the Company for the year under review is annexed to and forms part of the Annual Report

29) CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement and SEBI (LODR) Regulations, 2015. A report on Corporate Governance is included as an integral part of this Report and a Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is also attached to the Corporate Governance Report.

30) ACKNOWLEDGEMENT

We sincerely thank all our investors, stakeholders, customers, suppliers, bankers, business partners/ associates and government authorities for their continued co-operation, trust, support and guidance. We also take this opportunity to express our heartfelt appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the Company's growth and progress.

For and on behalf of the Board

Sudhir Moravekar

Chairman (DIN:00399938)

Mumbai, 26th May, 2016