Annual Accounts of Subsidiary Companies As On 31.3.2011

H. H. TOPIWALA & CO.
H. H. TOPIWALA
B. Com, F. C. A.
CHARTERED ACCOUNTANTS
Flat No. 501/ C-2, Sarkar Residency, Opp. Anjirwadi, Mazgaon, Mumbai 400 010
AUDITORS REPORT
To the Members of M/s Panoramic Holidays Limited We have audited the attached Balance Sheet of Panoramic Holidays Limited as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable
Further to our comments in the Annexure referred to above, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; 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; The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account; In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this Report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; On the basis of written representations received from the Directors, as on 31st March 2011 taken on record by the Board of Directors, we report that non of the director is disqualified as on 31st March 2011 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956; 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 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 31st March, 2011 ; and
(ii)
(iii) (iv)
(v)
(vi)
b) In the case of the Profit and Loss Account, of the Loss for the year ended on that date.
For H. H. Topiwala & Co. Chartered Accountants Firm Registration No. 111022W Sd/(H. H. Topiwala) Proprietor Membership No.38660
Mumbai August 24, 2011

H. H. TOPIWALA
B. Com, F. C. A.
Annexure to the Auditors Report of even date:1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. According to the information and explanation given to us, the fixed assets have been physically verified by the management during the year in a phased periodical 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. In respect of its inventories, the company has no inventories during the current year. 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 taken unsecured interest-free loan from one company listed in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions of the loan taken by the company is not prima facie prejudicial to the interest of the company. The maximum outstanding amount and closing balance is Rs. 2,42,55,370/-
2. 3.
(b) The Company has not given loans and advances in the nature of loans to companies, firms and other Parties listed in the registers 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 Company and nature of its business for the purchase of inventory, fixed assets and also for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls. In our opinion and according the information and explanation given to us, the Company has not entered into transactions of purchase of goods and material and sale of goods, material and services made in pursuance of contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs.5, 00,000/- or more in respect of each party. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits in terms of the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956. In our opinion the company has an internal audit system, commensurate with its size and nature of its business. The Central government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. According to the information and explanation given to us, and the records of the Company examined by us, in our opinion, there are undisputed amounts payable in respects of provident fund, investor education and protection fund, employees state insurance, Income Tax, Wealth-tax, Sales Tax, Customs Duty and Excise Duty, cess and other material, statutory dues, that were outstanding as at 31st March 2011 for a period of more than six months from the dates that they become payable.
5.
6.
7. 8.
9.
10. According to the records of the company the accumulated losses of the company exceeds fifty percent of its net worth. The company has 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 explanation 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.

H. H. TOPIWALA
B. Com, F. C. A.
13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company. 14. According to information provided, the company is not dealing in shares, securities, debentures and other investments. 15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank and financial institutions. 16. According to the records of the company, the company has not taken any term loan. 17. As per the records of the company, company has not taken any short term funds during the year. 18. The company has not made 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 money by way of public issue during the year. 21. In our opinion and according to the information and explanations 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.
For H. H. Topiwala & Co. Chartered Accountants Firm Registration No. 111022W Sd/(H. H. Topiwala) Proprietor Membership No: 38660
Panoramic Holidays Ltd.

Balance Sheet as at 31st March, 2011
Particulars Sch. As at 31-03-2011 (Amt. in Rs.) As at 31`-03-2010
Sources of Funds Shareholder's Fund Share Capital Loan Funds Unsecured Loan
500,000
500,000
24,255,370
11,241,929
Total
Application of Funds Fixed Assets Gross Block Less : Depreciation Net Block Investments Current Assets, Loans and Advances Sundry Debtors Cash and Bank Balances Loans & Advances Total CURRENT LIABILITIES & PROVISIONS Current Liabilities Total Net Current Assets 3
24,755,370
11,741,929
4,111,206 527,997 3,583,209 300,000
1,290,048 176,355 1,113,693 300,000
4 5 6
29,574,998 1,802,066 2,031,322 33,408,386
3,462,324 169,587 26,584 3,658,495
7 49,634,954 49,634,954 (16,226,568) 10,547,516 10,547,516 (6,889,021)
Miscellaneous Expenditure (to the extent not written off or adjusted) Profit & Loss Account
30,844
46,266
37,067,885
17,170,991
Total Notes forming part of the Accounts and Accounting Policies 13

As per our report of even date H. H. Topiwala & Co. Chartered Accountants
Sd/-
24,755,370
11,741,929
For and on behalf of the Board
(H. H. Topiwala) Proprietor
Sd/(Viidyaa Moravekar)
Director
Sd/(Usha Tari) Director
Mumbai, 24th August, 2011

Profit & Loss Account for the year ended 31st March, 2011
Particulars Sch. Year ended 31-03-2011 (Amt. in Rs.) Year ended 31`-03-2010
INCOME Income from Timeshare Activity Other Income Total EXPENDITURE Personnel Expenditure General & Administrative Exp. Depreciation Interest & Financial Expenses Preliminary Expenses W/Off. Total Profit / (Loss) Before Tax Provision for Taxation Profit / (Loss) After Tax Add: Profit / (Loss) brought forward from the previous Year 9 10 3 11 12 10,955,007 13,153,186 351,642 95,809 15,422 24,571,066 (19,896,894) (19,896,894) (17,170,991) 8,633,104 6,830,678 155,608 37,697 15,422 15,672,509 (13,882,284) (13,882,284) (3,288,707) 4,091,777 582,395 4,674,172
1,586,130 204,095
1,790,225
Balance of Profit & Loss Account

Earnings Per Share (Basic)
(37,067,885) (397.94)
(17,170,991) (277.65)
Notes forming part of the Accounts & Accounting Policies As per our report of even date H. H. Topiwala & Co. Chartered Accountants
Sd/-
13 For and on behalf of the Board
(H. H. Topiwala) Proprietor Membership No. 38660 Mumbai, 24th August, 2011
Sd/(Viidyaa Moravekar)
Director

Schedules forming part of the Balance Sheet
As at 31-03-2011 SCHEDULE : 1 SHARE CAPITAL Authorised 2,50,000 (Previous Year 2,50,000) Equity Shares of Rs. 10/- each Issued, Subscribed & Paid Up Equity Share Capital 50,000 (Previous Year 50,000) Equity Shares of Rs. 10/- each fully paid up (Amt. in Rs.) As at 31`-03-2010
2,500,000 2,500,000
2,500,000 2,500,000
500,000 500,000
500,000 500,000
SCHEDULE : 2 UNSECURED LOAN From Other Companies
24,255,370 24,255,370
11,241,929 11,241,929
SCHEDULE : 4 SUNDRY DEBTORS (Unsecured, considered good subject to confirmation) Over six months Others
8,080,300 21,494,699 29,574,998.13
1,291,216 2,171,108 3,462,324
SCHEDULE : 5 CASH AND BANK BALANCES Cash and Bank Balances Cash in Hand Bank Balances with Scheduled Banks
141,115 1,660,951 1,802,066
21,558 148,029
169,587
SCHEDULE : 6 LOANS & ADVANCES (Unsecured, considered good subject to confirmation) Advances recoverable in cash or in kind or for value to be received Deposit Prepaid Expenses
453,988 1,436,000 141,334 2,031,322
1,801 24,783
26,584
SCHEDULE : 7 CURRENT LIABILITIES & PROVISIONS Current Liabilities Sundry Creditors Duties & Taxes Other Liabilities
1,158,636 34,368 48,441,950 49,634,954
1,266,630 36,165 9,244,721

10,547,516
SCHEDULE : 8 MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) Preliminary Expenses Share Issue Expenses
10,044 20,800 30,844
15,066 31,200
46,266

Schedules forming part of the Profit & Loss Account
As at 31-03-2011 SCHEDULE : 9 PERSONNEL EXPENDITURE Reimbursement of Salary and Allowance Staff Canteen & Refreshment exp. Staff Welfare Exp.(Including reimbursements) (Amt. in Rs.) As at 31`-03-2010
10,815,714 18,312 120,981 10,955,007
8,602,270 21,534 9,300

8,633,104
SCHEDULE : 10 GENERAL ADMINISTRATIVE EXP. Advertisement & Sales Promotion Affiliation Fee Audit Fees Books & periodical Expenses Commission & Discount Expenses Communication Expenses (Including reimbursements) Computer Expenses Electricity & Water Charges(Including reimbursements) Entertainment Expenses (Including reimbursements) Event Expenses License & Fees Membership & Subscription Office Expenses Printing & Stationary (Including reimbursements) Professional Fees Purchase of Room Nights / Consumables Rent Repairs & Maintenance: Others Travel & Conveyance Expenses (Including reimbursements)
6,479,166 3,640 29,549 821,297 798,094 5,573 180,801 48,383 29,400 119,690 318,922 304,922 1,547,278 1,044,417 312,915 1,109,139 13,153,186
1,696,207 2,475,000 5,842 179,456 300,391 134,121 8,050 18,575 10,000 64,097 243,962 39,122 414,547 840,000
29,112 372,196 6,830,678
SCHEDULE : 11 INTEREST & FINANCIAL EXP. Bank Charges
95,809 95,809
37,697
37,697
SCHEDULE : 12 PRELIMINARY EXP. W/OFF. Preliminary Expenses W/off. Share Issue Expenses W/off.
5,022 10,400 15,422
5,022 10,400 15,422

SCHEDULE 3 :
ASSETS AS ON 01/04/10
FIXED ASSETS
(Amt. in Rs.)
G R O S S B L O C K ADD. DURING SALES DURING THE YEAR THE YEAR AS ON 31-03-2011 D E P R E C I AT I O N AS ON DURING AS ON 01/04/10 YEAR 31-03-2011 N E T AS ON 31-03-2011 B L O C K AS ON 31-03-2010
Computers Plant & Machinery Electrical Installations Furniture & Fixtures Office Equipments Lease hold Property Lease hold Furniture & fix Total Previous Year
957,480
1,456,665
2,414,145
154,877
244,517
399,394
2,014,751
802,603
46,342 59,625 226,601 1,290,048 800,098
243,334 247,526 137,623 736,010 2,821,158 489,950
46,342 302,959 474,127 137,623 736,010 4,111,206 1,290,048
2,846 4,901 13,731
2,195 10,860 14,450 12,851 66,769
5,041 15,761 28,181 12,851 66,769 527,997 176,355
41,301 287,198 445,946 124,772 669,241 3,583,209 1,113,693
43,496 54,724 212,870 1,113,693 779,351
176,355 20,747
351,642 155,608

Schedule : 13 Notes on Balance Sheet and Profit & Loss Account
1 SIGNIFICANT ACCOUNTING POLICIES: a) Basis of Accounting These accounts are prepared on historical cost convention on an accrual basis on a going concern basis and in accordance with accounting standards issued by the Institute of Chartered Accountants of India and the presentational requirements of the Companies Act, 1956. b) Fixed Assets Fixed assets are stated at cost less depreciation 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. Leasehold land and buildings are amortised over the period of lease. c) Depreciation and Amortization: Depreciation on fixed assets has been provided on straight - line method as prescribed in the Schedule XIV to the Companies Act, 1956. d) Income from Timeshare Activity The company is in the business of sale of Room Nights on timeshare basis for utilisation of room nights as per various Holiday plans, where usage benefit is spread over the future years. Accordingly the income from timeshare activity is accounted as income equally on pro rata basis over customer usage periods as per various holiday plans. Annual subscription fee from members are recognised as income on receipt basis. e) Deferred Tax Provision for Deferred Tax Asset on account of carried forward losses has not been provided since there is no virtual certainty of profit in the near future. 2 Contingent Liabilities Estimated amount of capital commitments not provided for : Contingent Liabilities not provided for : 3 The amount payable to Small Scale and Ancillary Undertakings : 4 Disclosure of related parties / related party transactions i) Directors of the Company Mrs. Viidyaa S. Moravekar Mrs. Usha Tari Mrs. Shobha Barde ii) Related party transactions during the year The Company has entered into transactions with related parties during the year. These transactions along with the relevant balances are set out as under: Transaction with Associates & Holding Companies Reimbursement of Expenses :Panoramic Universal Limited Pancard Clubs Limited Purchase of Room Nights:Pancard Clubs Ltd Panoramic Universal Ltd Seaview Retreats Ltd Graciano Cottages Travelling Expenses:Panoramic Tour & Travels Ltd. 2010-11 5,198,538 7,044,223 (Amt. in Rs.) 2009-10 4,875,646 4,882,644
Rs. NIL Rs. NIL Rs. NIL
333,316 379,375 412,369 220,025
121,039 278,372 66,000 47,000 21,640
68,282

Schedule 13: Notes on Balance Sheet and Profit & Loss Account (Contd)
Amount due to related parties Pancard Clubs Limited Panoramic Tour & Travels Limited Panoramic Universal Limited (iii) Enterprises Controlled by directors/relatives:Pancard Clubs Ltd. Pan Herbbo Limited Herbo Effect (India) Limited Panoramic Resorts (India) Limited Sai Nirmaan Properties Limited Hotel Pinnacle Limited Athiti Resorts Limited Golden Valley Hotels Limited Seaview Retreats Limited Panoramic Unnathi Pvt. Ltd. Indo Pacific Hotels Ltd. Panoramic Tours & Travels Ltd. Sri Vatsa Hotels Ltd. Panoramic Hotels Ltd. Pan Product Impex Pvt. Ltd. Panoramic Land Developers Pvt. Ltd. Smooth Financials Pvt. Ltd. Panoramic Structures Pvt. Ltd. Panoramic Investment Advisors Pvt. Ltd. Panoramic Agriculture & Farms Pvt. Ltd. Panoramic Agricultural Services Pvt. Ltd. Panoramic Greeneries Pvt. Ltd. Panoramic Husbandries Pvt. Ltd.
6,995,772 17,210,237
21,640 11,241,929
Partnership firms where Directors are Partners Grand View Hotel, Restaurant & Bar Graciano Cottages Limited Liability Partnership firm where Directors are Partners Panoramic Real Estate Consultants LLP
5 Information with regard to matters specified in clause 3, 4(A) and 4 (D) of Part II of Schedule VI of the Companies Act, 1956 to the extent that they are either Nil or not applicable to the Company has not been given. 6 Earning Per Share Profit attributable to Equity Shareholders (Rs.) Number of Equity Shares Nominal Value of Equity Share Basic Earning Per Equity share
(19,896,894) 50,000 Rs.10/(397.94)
(13,882,284) 50,000 Rs.10/(277.65)
7 Figures of previous year have been regrouped wherever necessary, to make them comparable. As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants
Sd/-
Sd/-
Sd/-
(H. H. Topiwala) Proprietor Membership No . 38660 Mumbai, 24th August, 2011
(Viidyaa Moravekar) Director
(Usha Tari) Director

Balance Sheet Abstract and Company's General Business Profile
i) Registration Details Company Identity No.: State Code : Balance Sheet Date: ii) Capital Raised during the year (Amt. in Rs.Thousands) Public Issue Rights Issue Bonus Issue Private Placement iii) Position of Mobilisation and Deployment of Funds (Amount in Rs.Thousands) Total Liabilities Total Assets Sources of Funds: Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans Application of Funds: Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses iv) Performance of Company (Amt. in Rs.Thousands) Total Income Total Expenditure Profit / (Loss) before tax Profit / (Loss) after tax Earning per Share (Rs.) Dividend rate v) Name of Three Principal Products / Services of Company Item Code No. Product Description 24,755 24,755 U45201MH2006PLC166115 11 31st March, 2011
NIL NIL NIL NIL
500 NIL NIL 24,255
3,583 300 (16,227) 31 37,068
4,674 24,571 (19,897) (19,897) (397.94) NIL
N.A. N.A.

H. H. TOPIWALA
B. Com, F. C. A.
AUDITORS REPORT
To the Members of M/s Indo Pacific Hotels Limited We have audited the attached Balance Sheet of Indo Pacific Hotels Limited as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable Further to our comments in the Annexure referred to above, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; 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; The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account; In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this Report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; On the basis of written representations received from the Directors, as on 31st March 2011 taken on record by the Board of Directors, we report that non of the director is disqualified as on 31st March 2011 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956; 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 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 31st March, 2011 ; and
(ii)
(iii) (iv)
(v)
(vi)

H. H. TOPIWALA
B. Com, F. C. A.
Annexure to the Auditors Report of even date:1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. According to the information and explanation given to us, the fixed assets have been physically verified by the management during the year in a phased periodical 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. In respect of its inventories the company has no inventories during the current year 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 any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.
2. 3.
(b) The Company has not given any interest free loans and advances in the nature of loans to any companies, firms and other Parties listed in the register maintained under Section 301 and 370 (1-C) of the Companies Act, 1956 in the ordinary course of its business. 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 Company and nature of its business for the purchase of inventory, fixed assets and also for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls. In our opinion and according the information and explanation given to us, the Company has not entered into transactions of purchase of goods and material and sale of goods, material and services made in pursuance of contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs.5, 00,000/- or more in respect of each party. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits in terms of the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956. In our opinion the company has an internal audit system, commensurate with its size and nature of its business. The Central government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. According to the information and explanation given to us, and the records of the Company examined by us, in our opinion, there are no undisputed amounts payable in respects of provident fund, investor education and protection fund, employees state insurance, Income Tax, Wealth-tax, Sales Tax, Customs Duty and Excise Duty, cess and other material, statutory dues, that were outstanding as at 31st March 2011 for a period of more than six months from the dates that they become payable.
5.
6.
7. 8.
9.
10. The company does not have accumulated losses as at the end of the year and the Company has 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 explanation 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. 14. According to information provided, the company is not dealing in shares, securities, debentures and other investments.

H. H. TOPIWALA
B. Com, F. C. A.
15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank and financial institutions. 16. According to the records of the company, the company has not taken any term loan. 17. As per the records of the company, company has not taken any short term funds during the year. 18. The company has not made 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 money by way of public issue during the year. 21. In our opinion and according to the information and explanations 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.
Indo Pacific Hotels Ltd.

Particulars
Sch.
As at 31-03-2011
(Amt. in Rs.) As at 31-03-2010
Sources of Funds Shareholder's Fund Share Capital Share Application Money
1 2
500,000 350,000,000
500,000 350,000,000
Reserve & Surplus
3 Total
350,500,000
1,799,443 352,299,443
Application of Funds Fixed Assets Gross Block Less: Depreciation Net Block Capital WIP Investments Current Assets,Loans and Advances Cash and Bank Balances Loans & Advances 4 336,485,576 336,485,576 561,500 5 2,500 7,528,390 2,761,527 10,289,917 326,539,764 326,539,764 317,111 2,500 1,266,846 19,836,008 21,102,854
6 7
CURRENT LIABILITIES & PROVISIONS Current Liabilities
8 79,408 79,408 10,210,509 9 2,085,621 198,057 198,057 20,904,797 4,535,271
Net Current Assets Miscellaneous Expenditure (to the extent not written off or adjusted) Profit and Loss Account Total Notes forming part of the Accounts and Accounting Policies As per our Report of even date H. H. Topiwala & Co. Chartered Accountants Sd/H. H. Topiwala Proprietor Membership No. 38660 Mumbai, 24th August, 2011 12
1,154,294 350,500,000
352,299,443
For and on behalf of the Board Sd/Usha A. Tari

Director
Sd/Vilas K. Mitwabkar
Director

PARTICULARS
Sch.
Year ended 31-03-2011
(Amt. in Rs.) Year ended 31-03-2010
INCOME Dividend Received Miscellaneous Income Total
344 751 1,095
EXPENDITURES General and Administrative Expenses Interest and Finance Charges

Preliminary Expenses Written Off
10 11 12 Total
26,852 6,162 720,202 753,216 (752,121) (752,121) 41,010 2,160,606 1,799,443
11,587 215 11,802 (11,802) (11,802) 1,811,245 1,799,443 (0.24)
Profit / (Loss) Before Tax Provision for Taxation Profit / (Loss) After Tax Less : Income Tax short provision for earlier years Less : Preliminary Expenses Written off for earlier years Balance brought forward Balance carried to Balance Sheet Earning Per Share (Equity Shares, par value of Rs. 10/- each Notes forming part of the Accounts and Accounting Policies 12 Total
(1,154,294) (15.04)
As per our Report of even date H. H. Topiwala & Co. Chartered Accountants Sd/H. H. Topiwala Proprietor Membership No. 38660 Mumbai, 24th August, 2011
For and on behalf of the Board Sd/Usha A. Tari

Director
Director

As at 31-03-2011 SCHEDULE 1 - SHARE CAPITAL Authorised 50,000,000 Equity Shares of Rs. 10/- each Issued, Subscribed & Paid Up Equity Share Capital 50,000 Equity Shares of Rs. 10/- each fully paid up (Amt. in Rs.) As at 31-03-2010
500,000,000 500,000,000
500,000,000 500,000,000
500,000 500,000
500,000 500,000
SCHEDULE 2 - SHARE APPLICATION MONEY Share Application Money - Sai Nirmaan Properties Ltd.
350,000,000 350,000,000
350,000,000 350,000,000
SCHEDULE 3 - RESERVE & SURPLUS Transferred from Profit and Loss Account
(1,154,294) (1,154,294)
1,799,443 1,799,443
SCHEDULE 5 - INVESTMENTS Investment in Equity Shares (Non-Trade-Unquoted, fully paid) The Zoroastrian Co-operative Bank Ltd. 100 Equity Shares of Rs. 25/- each fully paid up
2,500 2,500
2,500 2,500
SCHEDULE 6 : CASH AND BANK BALANCES
Cash and Bank Balances Cash in Hand Bank Balances With Scheduled Banks
52,645 7,475,745 7,528,390
571,440 695,406 1,266,846
SCHEDULE 7 : LOANS AND ADVANCES
(Unsecured, considered good subject to confirmation) Advances recoverable in cash or kind or for value to be received Advance Tax & TDS
2,761,527 2,761,527
19,825,958 10,050 19,836,008
SCHEDULE 8 : CURRENT LIABILITIES & PROVISIONS CURRENT LIABILITIES Sundry Creditors Duties & Taxes Other Liabilities
39,448 34,340 5,620 79,408
51,340 39,684 107,033 198,057
SCHEDULE 9 : MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) Preliminary Expenses Pre-Operative Expenses
720,202 1,365,419 2,085,621
3,601,010 934,261 4,535,271

Schedules forming part of the Profit and Loss Account
Year ended 31-03-2011 SCHEDULE 10 : GENERAL & ADMINISTRATIVE EXPENSES Audit Fees Professional Fees Repairs & Maintenance Internet Charges Office Expenses Travel & Conveyance Expenses License & Fees (Amt. in Rs.) Year ended 31-03-2010
7,280 14,006 356 300 2,960 1,950 26,852
6,067 3,520 2,000 11,587
SCHEDULE 11 : INTEREST & FINANCE CHARGES Bank Charges
6,162 6,162
215 215
SCHEDULE 12 : PRELIMINARY EXPENSES WRITTEN OFF Preliminary Expenses
720,202 720,202

SCHEDULE 4 : FIXED ASSETS
GROSS BLOCK (At Cost) Additions Deductions during the year during the year DEPRECIATION For the Deduction As at year during the year 31-03-2011
(Amt. in Rs.)
NET BLOCK As at As at 31-03-2011 31-03-2010
DESCRIPTION
As at 01-04-2010 326,539,764 326,539,764 326,539,764
As at 31-03-2011 336,485,576 336,485,576 326,539,764
As at 01-04-2010 -
Freehold Land
Total
9,945,812 9,945,812 -
336,485,576 336,485,576 326,539,764
326,539,764 326,539,764 326,539,764
Previous Year

1 SIGNIFICANT ACCOUNTING POLICIES a) Basis of Accounting : These accounts are prepared on historical cost convention on an accrual basis on a going concern basis and in accordance with accounting standards issued by the Institute of Chartered Accountants of India and the presentational requirements of the Companies Act, 1956. b) Fixed Assets : i) Fixed Assets are stated at their original cost alongwith taxes, duties, freight, if any, upto the date of commissioning for operation, attributable to acquisition/construction of the concerned assets.
Capital work-in-progress includes cost of assets not ready for use ,advances, expenditure incurred and interest on funds deployed.
2 Contingent Liabilities Estimated amount of capital commitments not provided for : Contingent Liabilities not provided for : 3 The amount payable to Small Scale and Ancilliary Undertakings :
Rs. Nil Rs. Nil Rs.Nil
4 Preliminary expenditure shall be written off after commencement of commericial operations by the company. Pre operative expenditure shall be allocated to Fixed Assets on commencement of commericial operations by the company. 5 Disclosure of related parties / related party transactions: i) Directors of the Company Mr. Vilas K. Mitwabkar Mrs. Usha A. Tari Mrs. Shobha R. Barde ii) Parties where control exists:Holding Company Panoramic Universal Limited iii) Enterprise contolled by directors / relatives: a) Pancard Clubs Ltd. b) Pan Herbbo Limited c) Herbo Effect (India) Limited d) Panoramic Resorts (India) Limited e) Sai Nirmaan Properties Limited f) Hotel Pinnacle Limited g) Athiti Resorts Limited h) Golden Valley Hotels Limited i) Seaview Retreats Limited j) Panoramic Unnathi Pvt. Ltd. k) Panoramic Holidays Ltd. l) Panoramic Tours & Travels Ltd. m) Sri Vatsa Hotels Ltd. n) Panoramic Hotels Ltd. o) Pan Product Impex Pvt. Ltd. p) Panoramic Land Developers Pvt. Ltd. q) Smooth Financials Pvt. Ltd. r) Panoramic Structures Pvt. Ltd. s) Panoramic Investment Advisors Pvt. Ltd. t) Panoramic Agriculture & Farms Pvt. Ltd. u) Panoramic Agricultural Services Pvt. Ltd. v) Panoramic Greeneries Pvt. Ltd. w) Panoramic Husbandries Pvt. Ltd.

Schedule : 12 Notes on Balance Sheet and Profit & Loss Account (Contd.)
iv) Partnership firms where Directors are Partners a) Grand View Hotel, Restaurant & Bar b) Graciano Cottages v) Limited Liability Partnership firm where Directors are Partners c) Panoramic Real Estate Consultants LLP vi) Related party transactions during the year Amount due from related party Panoramic Universal Limited 2010-11 (Amt. in Rs.) 2009-10 16,340,500
6 Information with regard to matters specified in clause 3, 4(A) and 4 (D) of Part II of Schedule VI of the Companies Act, 1956 to the extent that they are either Nil or not applicable to the Company has not been given. 7 As required by Accounting Standard 20 issued by Institute of Chartered Accountants Of India, the reporting in respect of Earning Per Share (EPS) is as follows: 2010-11 (752,121) 50,000 Rs.10/(15.04) (Amt. in Rs.) 2009-10 (11,802) 50,000 Rs.10/(0.24)
Profit /(Loss) avaiable to equity shareholders No. of equity shares for basic EPS Nominal Value of equity shares Basic earning per equity share
8 Figures of previous year have been regrouped whereever necessary, to make them comparable. As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants Sd/H. H. Topiwala Proprietor Membership No . 38660 Mumbai, 24th August 2011
Sd/Usha A. Tari
Director
Director
Mumbai, 24th August 2011

i) Registration Details Company Identity No.: State Code : Balance Sheet Date : ii) Capital Raised during the year (Amount in Rs.Thousands) Public Issue Rights Issue Bonus Issue Private Placement iii) Position of Mobilisation and Deployment of Funds (Amount in Rs.Thousands) Total Liabilities Total Assets Sources of Funds Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans Application of Funds Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses iv) Performance of Company (Amount in Rs.Thousands) Total Income Total Expenditure Profit / (Loss) before tax Profit / (Loss) after tax Earning per Share Rs.) Dividend Rate v) Name of Three Principal Products / Services of Company Item Code No. Product Description 350,500 350,500 U51109MH2006PLC161867 11 31st March , 2011
NIL NIL NIL NIL
350,500 NIL NIL NIL
337,047 3 10,211 2,086 1,154
1 753 (752) (752) (15.04) NIL
N.A. N.A.

H. H. TOPIWALA
B. Com, F. C. A.
AUDITORS REPORT
To the Members of Panoramic Tour & Travels Ltd. We have audited the attached Balance Sheet of Panoramic Tour & Travels Ltd. as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.
Further to our comments in the Annexure referred to above, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; 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; The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account; In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this Report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; On the basis of written representations received from the Directors, as on 31st March 2011 taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2011 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act ,1956; 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 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 31st March, 2011 ; and
(ii)
(iii) (iv)
(v)
(vi)
b) In the case of the Profit and Loss Account, of the profit for the year ended on that date.
For H. H. Topiwala & Co. Chartered Accountants Firm Registration No. 111022 W Sd/(H. H. Topiwala) Proprietor Membership No.38660

H. H. TOPIWALA
B. Com, F. C. A.
Annexure to the Auditors Report of even date:1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. According to the information and explanation given to us, the fixed assets have been physically verified by the management during the year in a phased periodical 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. In respect of its inventories : (a) As explained to us, inventories of foreign currency 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 of foreign currency followed by the management is 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 was no material discrepancy 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 taken unsecured interest-free loan from one company listed in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions of the loan taken by the company is not prima facie prejudicial to the interest of the company. The maximum outstanding amount is Rs.92, 55,280/-and closing balance is Rs.44, 18,010/- .
2.
(b) The Company has not granted any loans and advances during the year to companies, firms and other parties listed in the register maintained under Section 301 and 370 (1-C) 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 Company and nature of its business for the purchase of inventory, fixed assets and also for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls. In our opinion and according the information and explanation given to us, where the Company has entered into transactions for purchase of goods and material and sale of goods, material and services made in pursuance of contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs.5,00,000/- or more in respect of each party, the same has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits in terms of the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956. In our opinion the company has an internal audit system, commensurate with its size and nature of its business. The Central government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. According to the information and explanation given to us, and the records of the Company examined by us, in our opinion, there are no undisputed amounts payable in respects of provident fund, investor education and protection fund, employees state insurance, Income Tax, Wealth-tax, Sales Tax, Customs Duty and Excise Duty, cess and other material, statutory dues, that were outstanding as at 31st March 2011 for a period of more than six months from the dates that they become payable.
5.
6.
7. 8.
9.
10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash loss during the current year.

H. H. TOPIWALA
B. Com, F. C. A.
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 explanation 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. 14. According to information provided, the company is not dealing in shares, securities, debentures and other investments. 15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank and financial institutions. 16. According to the records of the company, the company has not taken any term loan. 17. As per the records of the company, company has not taken any short term funds during the year. 18. The company has not made 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 money by way of public issue during the year. 21. In our opinion and according to the information and explanations 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.
For H. H. Topiwala & Co. Chartered Accountants Firm Registration No. 111022 W Sd/(H. H. Topiwala) Proprietor Membership No: 38660
Panoramic Tour & Travels Ltd.

Balance Sheet as at 31st March 2011
Particulars Sources of Funds Shareholders' Funds Share Capital Reserves & Surplus Unsecured Loan Deferred Tax Liablity Total Application of Funds Fixed Assets Gross Block Less: Depreciation Net Block Current Assets, Loans and Advances Sundry Debtors Cash and Bank Balances Loans & Advances 3 497,917 62,647 435,270 232,746 20,503 212,243 2 1 2,500,000 137,999 4,418,010 48,533 7,104,542 2,500,000 227,520 9,255,280 12,243 11,995,043 Sch. As at 31-03-2011 (Amt. in Rs.) As at 31-03-2010
4 5 6
2,324,941 2,646,174 3,606,093 8,577,208
9,560,411 4,768,033 668,862 14,997,306
Current Liabilities and Provisions Current Liabilities
7 1,907,936 1,907,936 6,669,272 3,214,506 3,214,506 11,782,800
Net Current Assets
Total
7,104,542
11,995,043
Notes forming part of the Accounts & Accounting Policies As per our Report of even date For H. H.Topiwala & Co. Chartered Accountants Sd/(H. H. Topiwala) Proprietor Membership No.38660 Mumbai, Date : 24th August, 2011
Sd/(Viidyaa Moravekar) Director
Mumbai, Date : 24th August, 2011

Profit & Loss Account for the year ended 31st March , 2011
Particulars Sch. Year ended 31-03-2011 Year ended 31-03-2010
INCOME Income from Travel Agency Other Income
8 9 Total
1,265,015 1,873,647 3,138,662
2,459,894 1,595,337 4,055,231
EXPENDITURE
Personnel Expenditure General & Administrative Expenses Depreciation & Amortisation Financial Charges
10 11 3 12
1,024,728 1,916,490 42,144 54,704
1,041,989 2,926,989 16,948 44,420
Total PROFIT BEFORE TAX Provision for Current Tax - MAT Provision for Deferred Tax PROFIT AFTER TAX Less: Short Provision of Tax for earlier years Add: Profit brought forward from the previous year Balance carried to Balance Sheet Earnings Per Share (Basic) Notes forming part of the Accounts & Accounting Policies As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants Sd/(H. H. Topiwala) Proprietor Membership No.38660 Mumbai, Date : 24th August, 2011 13
3,038,066 100,596 18,650 36,290 45,656 135,177 227,520 137,999 0.18
4,030,346 24,885 3,845 6,989 14,051 213,469 227,520 0.06
Sd/(Viidyaa Moravekar) Director
Mumbai, Date : 24th August, 2011

As at 31-03-2011 SCHEDULE 1 : SHARE CAPITAL Authorised: 2,50,000 Equity Shares of Rs.10 each Issued, Subscribed and Paid Up:
2,50,000 Equity Shares of Rs.10 each 2,500,000 2,500,000 2,500,000 2,500,000
(Amt. in Rs.) As at 31-03-2010
2,500,000
2,500,000
SCHEDULE 2 : UNSECURED LOAN From Holding Company
4,418,010 4,418,010
9,255,280 9,255,280
SCHEDULE 4 : SUNDRY DEBTORS (Unsecured, considered good subject to confirmation) Over six months Others
1,286,660 1,038,281 2,324,941
1,240,689 8,319,722 9,560,411
SCHEDULE 5 : CASH AND BANK BALANCES Cash in hand Foreign Currency in hand Bank Balances With Scheduled Banks
54,561 2,591,613
558,712 4,209,321
2,646,174 SCHEDULE 6 : LOANS AND ADVANCES (Unsecured, considered good subject to confirmation) Advances recoverable in cash or in kind or for value to be received Deposits Advance Tax and TDS Prepaid Expenses
4,768,033
2,753,695 208,947 341,235 302,216 ____________ 3,606,093
19,684 592,533 56,645 ____________ 668,862
SCHEDULE 7 : CURRENT LIABILITIES AND PROVISIONS CURRENT LIABILITIES Sundry Creditors Loan & Advances to Sundry Creditors Duties & Taxes Other Liabilities
902,216 799,570 53,536 152,614 1,907,936
2,452,577 59 761,870 3,214,506

Year ended 31-03-2011 SCHEDULE 8 : INCOME FROM TRAVEL AGENCY Income from Foreign Currency Income from Commission on Tickets (Amt. in Rs.) Year ended 31-03-2010
21,199 1,243,816 1,265,015
68,853 2,391,041 2,459,894
SCHEDULE 9 : OTHER INCOME Interest on Bank FDR/IT Refund Commission On Car/Railways Commission On Hotel Other Income Income from passport Income from VISA Service Voiding & Cancellation Charges Service Charges Commission on Foreign Exchange Commission On Travel Insurance Sundry Balance Write Off
33,203 36,480 810,423 59,827 772,264 58,730 19,929 28,485 54,306 1,873,647
3,318 903,689 155,796 4,000 169,133 90,438 2,922 1,591 55,521 208,929 1,595,337
SCHEDULE 10 : PERSONNEL EXPENDITURE Re-imbursement of Salaries & Allowances Staff Canteen & Lunch Expenses Staff Welfare Expenses
885,367 113,338 26,023 1,024,728
953,819 64,598 23,572 1,041,989

Year ended 31-03-2011 SCHEDULE 11 : GENERAL & ADMINISTRATIVE EXPENSES Annual Agency fees Audit Fees Rent Debts Written off Conveyance Electricity Charges Advertisement Expenses ROC Filing Fee I.A.T.A. Fees Internet Charges Insurance Charges Membership & Subscription Miscellaneous Expenses Office Expenses Shop & Establishment Expenses Postage & Courrier Charges Printing & Stationery Expenses Professional & Legal Charges Repairs & Maintenance - Others Sales Promotion Expenses Telephone & Mobile Expenses Tour Operator & Travelling Expenses Security Guard Expenses Software & Computer Expenses (Amt. in Rs.) Year ended 31-03-2010
38,614 79,416 240,000 158,220 294,833 10,000 1,620 5,106 109,637 42,665 11,265 29,501 64,031 8,000 2,275 71,036 132,149 48,471 60,815 213,526 45,124 232,123 18,063 1,916,490
28,447 66,180 49,083 105,401 408,249 929,799 3,860 37,031 14,387 50,512 10,000 44,346 71,802 8,000 5,336 51,030 444,651 22,886 65,778 316,054 189,192 4,965 2,926,989
SCHEDULE 12 : INTEREST & FINANCIAL CHARGES Bank Charges
54,704 54,704
44,420 44,420

SCHEDULE 3 : FIXED ASSETS GROSS BLOCK (At Cost) Additions Deduction during the year during the year 153,103 112,068 265,171 96,940 DEPRECIATION For the As at year 31-03-2011 32,585 45,642 1,574 3,144 5,184 7,008 2,801 6,853 42,144 16,948 62,647 20,503 (Amt. in Rs.) NET BLOCK As at As at 31-03-2011 31-03-2010 230,461 109,943 21,719 23,293 130,973 24,089 52,117 54,918 435,270 212,243 212,243 132,251
DESCRIPTION Computers Furniture & Fixtures Office Equipments Air Conditioner Total Previous Year
As at 01-04-2010 123,000 24,863 25,913 58,970 232,746 135,806
As at 31-03-2011 276,103 24,863 137,981 58,970 497,917 232,746
As at 01-04-2010 13,057 1,570 1,824 4,052 20,503 3,555

Schedule 13 : Notes on Balance Sheet and Profit & Loss Account
1) Significant Accounting Policies : (I)Basis of Accounting :
The Financial Statements are prepared under Historical Cost Convention on accrual basis in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India and required by Companies Act 1956 (II)Fixed Assets & Depreciation : (i) Fixed assets are recorded at historical cost inclusive of incidental expenses less accumulated depreciation.
(ii)Depreciation on fixed assets has been provided on straight-line method as prescribed in the Schedule XIV to the Companies Act,1956.
(III)Inventories : Inventory of foreign currencies are generally valued at cost. (IV)Retirement Benefits (i) Provision for gratuity payable to employees who have completed 5 years of continous service has been made on an estimated basis. (ii)Provision for leave encashment has been made in basis of number of days leave at the credit of the employees at the end of the financial year. (V)Sales & Services : Sales & Services includes income from Travel & ticketing, Foreign Exchange etc. (VI)Taxation :
(i) Provision for current taxation is on account of Income tax in accordance with the income tax laws applicable to Assessment year.
(ii) Deferred Tax is recognized on timing difference being the difference between taxable income and accounting income, that originate in one period and are capable of reversal in one or more subsequent periods.Where there is unabsorbed depreciation or carry fordward losses, deffered tax assets are recognized only if there is virtual certainty of realization of such assets. (VII) Impairment Of Assets : Assessement of impairment of fixed assets is carried out on each balancesheet date. Impairment loss is recognized when carrying amount of any asset exceeds its recoverable amount. 2) Contingent Liabilities not provide for: (i) Estimated amount of capital commitements not provided for : Rs.NIL (ii) Contingent liabilities not provided for : Rs.NIL

Schedule 13 : Notes on Balance Sheet and Profit & Loss Account (Contd)
3) Payment to Auditors : For Audit : Rs.79,416/-, (Previous Year Rs.66,180/-) For Other Services : Rs. NIL , (Previous Year Rs.5000/-) 4) Disclousers of related parties for the year ended 31st March 2011 : A) Holding Company Panoramic Universal Ltd B) Enterprises Controlled by directors/relatives :
a) Pancard Clubs Ltd. b) Pan Herbbo Limited c) Herbo Effect (India) Limited d) Panoramic Resorts (India) Limited e) Sai Nirmaan Properties Limited f) Hotel Pinnacle Limited g) Athiti Resorts Limited h) Golden Valley Hotels Limited i) Seaview Retreats Limited j) Panoramic Unnathi Pvt. Ltd. k) Panoramic Holidays Ltd. l) Indo Pacific Hotels Ltd. m) Sri Vatsa Hotels Ltd. n) Panoramic Hotels Ltd. o) Pan Product Impex Pvt. Ltd. p) Panoramic Land Developers Pvt. Ltd. q) Smooth Financials Pvt. Ltd. r) Panoramic Structures Pvt. Ltd. s) Panoramic Investment Advisors Pvt. Ltd. t) Panoramic Agriculture & Farms Pvt. Ltd. u) Panoramic Agricultural Services Pvt. Ltd. v) Panoramic Greeneries Pvt. Ltd. w) Panoramic Husbandries Pvt. Ltd.
c) Partnership firms where Directors are Partners a) Grand View Hotel, Restaurant & Bar b) Graciano Cottages d) Limited Liability Partnership firm where Directors are Partners c) Panoramic Real Estate Consultants LLP
5) Related Parties Transaction : The Company entered into transactions with related parties during the year These transactions along with the relevent balances are set out as under : (i) Directors of the Company Mrs. Viidyaa S. Moravekar Mrs. Usha Tari Mr. Arun Tari Mr. Sudhir S.Moravekar Mr. Siddhartha S. Moravekar
2010-11 2009-10
a) Office Rent Paid : Panoramic Universal Ltd. (Holding company) b) Reimbursement of Expenses: Panoramic Universal Ltd.
Rs.2,40,000/-
Rs. 1,10,000/-
Rs.8,85,367/-
Rs. 9,53,819/-

(iii) Transactions with Holding and Associates Companies: a)Sale of Air Ticktes Panoramic Universal Ltd Pan Herbbo Ltd. Pancard Clubs Ltd Graciano Cottages Panoramic Holidays Ltd Sri Vasta Hotels Ltd Sea View Retreats Ltd (iv) Amount due from related parties : Panoramic Holidays Ltd. (v) Amount due to related parties : Panoramic Universal Ltd. Rs. Rs.27,28,822/Rs.68,61,516/3,809/Rs. 184,375/Rs. 4,10,195/-. Rs. 5,57,912/Rs. 49,61,458/Rs. Rs. Rs. 66,324/6,500/21,640/Rs. 45,17,228/-
Rs. 21,640/-
Rs.44,29,215/-
Rs. 92,95,250/-
8) Additional information pursuant to the provisions of Part II of Schedule VI to the Companies Act 1956 (Amt. Rs.) 31-03-2010 NIL NIL NIL
31-03-2011 (i) Value of Imports (CIF Value): Raw Materials Capital Goods Components and Spares (ii) Expenditure in Foreign Currencies : IATA Fees Remittance to Tour Operators (iii) Earnings in Foreign Currency : Sale of Tour Package Sale of Air Ticket (iv) Quantative Details : NIL Rs. 13,24,268/NIL Rs. 4,44,296/Rs. 30,784/NIL NIL NIL
Rs
26,337/-
Rs.29,25,583/NIL Rs.2,84,000/Rs.2,98,449/-
The company is a IATA reconized travel agency and engaged in the business of Air bookings and related services. Hence it is not possible to give the quantatative details of sales and certain information as required under paragraph 3,4C,4D of part of Schedule VI to the Companies Act 1956. 9) As required by Accounting Standard 20 issued by Institute of Chartered Accountants of India, the reporting in respect of Earning Per Share (EPS) is as follows : (Amt. in Rs.) 2010-11 2010-09 Profit/(Loss) avaiable to equity shareholders 45,656/14,051/No. of equity shares for basic EPS 2,50,000 2,50,000 Nominal Value of equity shares Rs.10/Rs.10/Basic earning per equity share 0.18 0.06

10) The figures for the previous year have been regrouped and rearranged wherever necessary to confirm the layout of the accounts of the current year.
As per our Report of even date For H. H.Topiwala & Co. Chartered Accountants Sd/(H. H. Topiwala) Proprietor
Membership No.38660
Sd/(Viidyaa Moravekar) Director (Usha Tari) Director
Sd/-
Mumbai,
Date : 24th August 2011
Mumbai,
Date: 24th August 2011

i) Registration Details Company Identity No.: State Code : Balance Sheet Date ii) Capital Raised during the year (Amount in Rs.Thousands) Public Issue Rights Issue Bonus Issue Private Placement iii) Position of Mobilisation and Deployment of Funds (Amount in Rs.Thousands) Total Liabilities Total Assets Sources of Funds Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans p Deferred Tax Liability Application of Funds Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses iv) Performance of Company (Amount in Rs.Thousands) Total Income Total Expenditure Profit Before tax Profit After tax Earning per Share (Rs.) Dividend rate v) Name of Three Principal Products / Services of Company Item Code No. Product Description 9,012 9,012 U63040MH1997PLC108510 11 31st March , 2011
NIL NIL NIL NIL
2,500 138 NIL 4,418 49
435 NIL 6,669 NIL NIL
3,139 3,038 101 46 0.18 NIL
N.A. N.A.

H. H. TOPIWALA
B. Com, F. C. A.
AUDITORS REPORT
To the Members of M/s Sri Vatsa Hotels Limited We have audited the attached Balance Sheet of Sri Vatsa Hotels Limited as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable
Further to our comments in the Annexure referred to above, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; 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. The Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account; In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this Report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; On the basis of written representations received from the Directors, as on 31st March 2011 taken on record by the Board of Directors, we report that non of the director is disqualified as on 31st March 2011 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956; 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 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 31st March, 2011 ; and
(ii)
(iii) (iv)
(v)
(vi)

H. H. TOPIWALA
B. Com, F. C. A.
Annexure to the Auditors Report of even date:1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. According to the information and explanation given to us, the fixed assets have been physically verified by the management during the year in a phased periodical 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. In respect of its inventories, the company has no inventories during the current year. 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 taken unsecured interest-free loan from one company listed in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the terms and conditions of the loan taken by the company is not prima facie prejudicial to the interest of the company. The maximum outstanding amount and closing balance is Rs. 13,06,13,437/- .
2. 3.
(b) The Company has not given any loans and advances in the nature of loans to companies, firms and other Parties listed in the registers 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 Company and nature of its business for the purchase of inventory, fixed assets and also for sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls. In our opinion and according the information and explanation given to us, the Company has not entered into transactions of purchase of goods and material and sale of goods, material and services made in pursuance of contracts or arrangement entered in the register maintained under Section 301 of the Companies Act, 1956, and aggregating during the year to Rs.5, 00,000/- or more in respect of each party. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits in terms of the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956. In our opinion the company has an internal audit system, commensurate with its size and nature of its business. The Central government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. According to the information and explanation given to us, and the records of the Company examined by us, in our opinion, there are undisputed amounts payable in respects of provident fund, investor education and protection fund, employees state insurance, Income Tax, Wealth-tax, Sales Tax, Customs Duty and Excise Duty, Cess and other material, statutory dues, that were outstanding as at 31st March 2011 for a period of more than six months from the dates that they become payable.
5.
6.
7. 8.
9.
10. According to the records of the company the accumulated losses of the company does not exceed fifty percent of its net worth and the Company has 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 explanation 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.

H. H. TOPIWALA
B. Com, F. C. A.
14. According to information provided, the company is not dealing in shares, securities, debentures and other investments. 15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank and financial institutions. 16. According to the records of the company, the company has not taken any term loan. 17. As per the records of the company, company has not taken any short term funds during the year. 18. The company has not made 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 money by way of public issue during the year. 21. In our opinion and according to the information and explanations 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.
Sri Vatsa Hotels Ltd.

Particulars
Sch.
As at 31-03-2011
(Amt. in Rs.) As at 31-03-2010
Sources of Funds Shareholder's Fund Share Capital 1 80,000,000 80,000,000
Loan Funds Unsecured Loan 2 Total Application of Funds Fixed Assets Gross Block Less: Depreciation Net Block Capital WIP Current Assets,Loans and Advances Cash and Bank Balances Loans & Advances 3 560,044 560,044 196,387,894 351,789 351,789 122,893,280 130,613,437 210,613,437 49,937,042 129,937,042
4 5
2,317,259 5,203,527 7,520,786
934,751 1,125,763 2,060,514
CURRENT LIABILITIES & PROVISIONS Current Liabilities
6 9,842,835 9,842,835 (2,322,049) 7 15,915,246 1,692,416 1,692,416 368,098 6,305,694
Net Current Assets Miscellaneous Expenditure (to the extent not written off or adjusted) Profit & Loss Account Total Notes forming part of the Accounts and Accounting Policies As per our Report of even date H. H. Topiwala & Co. Chartered Accountants Sd/H. H. Topiwala Proprietor Membership No. 38660
Mumbai, August 24, 2011
72,302 210,613,437
18,181 129,937,042
Sd/Viidyaa Moravekar
Managing Director
Sd/Arun Tari Director

PARTICULARS
Sch.
INCOME NIL Total EXPENDITURES General and Administrative Expenses Interest and Finance Charges 8 9 Total Profit / (Loss) Before Tax Less: Provision For Income Tax Profit / (Loss) After Tax Add: Profit / (Loss) brought forward from the previous Year Balance carried to Balance Sheet Earning Per Share (Equity Shares, par value of Rs. 10/- each
Notes forming part of the Accounts and Accounting Policies
NIL -
25,999 28,122 54,121 (54,121) (54,121) (18,181) (72,302) (0.0009)
17,673 508 18,181 (18,181)
(18,181) (18,181) (0.0002)
10
As per our Report of even date H. H. Topiwala & Co. Chartered Accountants Sd/H. H. Topiwala Proprietor Membership No. 38660 Mumbai, August 24, 2011
Sd/Viidyaa Moravekar
Managing Director

As at 31-03-2011 (Amt. in Rs.) As at 31-03-2010
SCHEDULE 1 : SHARE CAPITAL Authorised 1,00,00,000 Equity Shares of Rs.10/- each Issued, Subscribed & Paid Up Equity Share Capital 80,00,000 Equity Shares of Rs.10/- each
100,000,000 100,000,000
100,000,000 100,000,000
80,000,000 80,000,000
80,000,000 80,000,000
SCHEDULE 2 : UNSECURED LOAN From Other Companies
130,613,437 130,613,437
49,937,042 49,937,042
SCHEDULE 4 : CASH AND BANK BALANCES
Cash in Hand Bank Balances with Scheduled Banks
743,599 1,573,660 2,317,259
718,319 216,432 934,751
SCHEDULE 5 : LOANS AND ADVANCES
(Unsecured, considered good subject to confirmation) Advances recoverable in cash or kind or for value to be received Deposits
4,881,082 322,445 5,203,527
830,268 295,495 1,125,763
SCHEDULE 6 : CURRENT LIABILITIES & PROVISIONS Current Liabilities

Sundry Creditors Duties & Taxes Other Liabilities
4,176,952 199,190 5,466,693 9,842,835
97,483 24,189 1,570,744 1,692,416
SCHEDULE 7 : MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted) Preliminary Expenses Pre-Operative Expenses
2,434,462 13,480,784 15,915,246
935,612 5,370,082 6,305,694

Year ended 31-03-2011 SCHEDULE 8 : GENERAL & ADMINISTRATIVE EXPENSES Audit Fees License Fees & Others 22,060 3,939 25,999 16,545 1,128 17,673 (Amt. in Rs.) Year ended 31-03-2010
SCHEDULE 9 : INTEREST & FINANCE CHARGES Bank Charges
28,122 28,122
508 508

SCHEDULE 3 : FIXED ASSETS
GROSS BLOCK (At Cost) Additions Deductions during the year during the year 5,500 184,135 16,522 2,098 208,255 99,300 DEPRECIATION For the Deduction year during the year
DESCRIPTION
Rate
Electrical Installation Computers Furniture & Fixtures Motor Vehicle Office Equipments Total Previous Year
4.75% 16.21% 6.33% 9.50% 4.75%
As at 01-04-2010 99,300 93,150 69,764 5,000 84,575 351,789 252,489
As at 31-3-2011 104,800 277,285 86,286 5,000 86,673 560,044 351,789
As at 01-04-2010 -
As at 31-3-2011 -
(Amt. in Rs.) NET BLOCK As at As at 31-3-2011 01-04-2010 104,800 99,300 277,285 93,150 86,286 69,764 5,000 5,000 86,673 84,575 560,044 351,789 351,789 109,575

1 SIGNIFICANT ACCOUNTING POLICIES a) Basis of Accounting : These accounts are prepared on historical cost convention on an accrual basis on a going concern basis and in accordance with accounting standards issued by the Institute of Chartered Accountants of India and the presentational requirements of the Companies Act, 1956. b) Fixed Assets : i) Fixed Assets are stated at their original cost alongwith taxes, duties, freight, if any, upto the date of commissioning for operation, attributable to acquisition/construction of the concerned assets. Capital work-in-progress represents Land, Building and Advances etc. ii) Depreciation is provided on " Straight Line Method" basis at rates which are in conformity with the requirement of the Companies Act, 1956 proportionate from the date of purchase. 2 Contingent Liabilities Estimated amount of capital commitments not provided for : Contingent Liabilities not provided for : 3 The amount payable to Small Scale and Ancilliary Undertakings :
Rs. 1,041.10 Lakhs Rs. Nil Rs.Nil
4 Preliminary expenditure shall be written off after commencement of commericial operations by the company. Pre operative expenditure shall be allocated to Fixed Assets on commencement of commericial operations by the company. 5 Disclosure of related parties / related party transactions i) Directors of the Company Ms. Viidyaa S. Moravekar (Managing Director) Mr. Arun Tari Ms. Shobha Barde Mr. Siddhartha Moravekar (Appointed w.e.f. 15.04.2010) Ms. Meea Suresh (Resigned w.e.f 15.04.2010) Mr. K Kondal Reddy (Resigned w.e.f 17.09.2010) Mr. Dnyanaraj Moravekar (Appointed w.e.f 23.09.2010) ii) Holding Company Panoramic Universal Ltd. iii) Enterprise contolled by directors / relatives: a) Pancard Clubs Ltd. b) Pan Herbbo Limited c) Herbo Effect (India) Limited d) Panoramic Resorts (India) Limited e) Sai Nirmaan Properties Limited f) Hotel Pinnacle Limited g) Athiti Resorts Limited h) Golden Valley Hotels Limited i) Seaview Retreats Limited j) Panoramic Unnathi Pvt. Ltd. k) Panoramic Holidays Ltd. l) Panoramic Tour & Travels Ltd. m) Indo Pacific Hotels Ltd. n) Panoramic Hotels Ltd. o) Pan Product Impex Pvt. Ltd. p) Panoramic Land Developers Pvt. Ltd. q) Smooth Financials Pvt. Ltd. r) Panoramic Structures Pvt. Ltd. s) Panoramic Investment Advisors Pvt. Ltd. t) Panoramic Agriculture & Farms Pvt. Ltd. u) Panoramic Agricultural Services Pvt. Ltd. v) Panoramic Greeneries Pvt. Ltd. w) Panoramic Husbandries Pvt. Ltd.
iv) Partnership firms where Directors are Partners a) Grand View Hotel, Restaurant & Bar b) Graciano Cottages v) Limited Liability Partnership firm where Directors are Partners c) Panoramic Real Estate Consultants LLP (Amt. in Rs.) 2009-10 49,937,042
Amount due to related parties Panoramic Universal Limited
2010-11 130,613,437
6 Information with regard to matters specified in clause 3, 4(A) and 4 (D) of Part II of Schedule VI of the Companies Act, 1956 to the extent that they are either Nil or not applicable to the Company has not been given. 7 Earning Per Share Profit / (Loss) attributable to Equity Shareholders (Rs.) Number of Equity Shares Nominal Value of Equity Share Basic Earning Per Equity share (Rs.) (72,302) 8,000,000 Rs.10/(0.0009) (18,181) 8,000,000 Rs.10/(0.0002)
8 Figures of previous year have been regrouped whereever necessary, to make them comparable. As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants Sd/H. H. Topiwala Proprietor Membership No . 38660 Mumbai, August 24, 2011 For and on behalf of the Board Sd/Viidyaa Moravekar
Managing Director

i) Registration Details Company Identity No.: State Code : Balance Sheet Date : ii) Capital Raised during the year (Amount in Rs.Thousands) Public Issue Rights Issue Bonus Issue Private Placement iii) Position of Mobilisation and Deployment of Funds (Amount in Rs.Thousands) Total Liabilities Total Assets Sources of Funds: Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans Application of Funds: Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses iv) Performance of Company (Amount in Rs.Thousands) Total Income Total Expenditure Profit / (Loss) before tax Profit / (Loss) after tax Earning per Share (Rs.) Dividend Rate v) Name of Three Principal Products / Services of Company Item Code No. Product Description 210,613 210,613 80,000 NIL NIL 130,613 196,948 NIL (2,322) 15,915 72 NIL 54 (54) (54) (0.0009) NIL N.A. N.A. U63022AP1993PLC015668 11 31st March , 2011 NIL NIL NIL NIL

H. H. TOPIWALA
B. Com, F. C. A.
Auditors report to the members of Panoramic Ace Properties Inc. We have audited the attached Balance Sheet of Panoramic Ace Properties Inc. (a Company incorporated in the state of New York, USA) as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management and have been prepared in accordance with accounting policies as described in notes to accounts attached therein, for the purpose of consolidation with the financial statements of Panoramic Universal Ltd., the holding company. 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. These standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. M/s. Accounting Systems LLC, CPAs have done review of the accounts and issued Review Report dated 8th August, 2011 and we have also relied on the review report provided by them. In our opinion and to the best of our information and according to the explanations given to us and based on Review Report of M/s. Accounting Systems LLC,CPAs the said accounts give a true and fair view in conformity with the accounting policies described in notes to accounts attached therein: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.
For H. H. Topiwala & Co. Chartered Accountants Firm Registration No. 111022W Sd/H. H. Topiwala Proprietor Membership No.38660
Panoramic Ace Properties Inc.

Particulars Sch. As at 31-03-2011 ( Amt. in Rs.) As at 31-03-2010
Sources of Funds Shareholders' Funds Share Capital Reserves & Surplus Loan Funds Secured Loan Unsecured Loan 1 2 536,726,400 212,177,196 527,083,200 187,231,776
3 4
48,529,535 333,606,867
50,347,964 349,549,432
Total Application of Funds Fixed Assets Gross Block Less: Depreciation Net Block Investments (At Cost) Current Assets, Loans & Advances Sundry Debtors Cash & Bank Balances Loans & Advances 5
1,131,039,998
1,114,212,372
440,554,552 107,276,273 333,278,279 6 235,534,759
432,170,863 90,465,633 341,705,229 231,302,992
7 8 9
1,749,722 72,679,819 515,609,474 590,039,015
10,391,920 71,436,760 508,155,687 589,984,367
Current Liabilities & Provisions Current Liabilities Provisions
10 5,222,672 521,861 5,744,533 584,294,482 5,412,733 25,349,968 30,762,701 559,221,666
Net Current Assets
Currency Translation Reserve Total Notes forming part of the Accounts and Accounting Policies As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants Sd/(H. H. Topiwala) Proprietor Mumbai, August 24, 2011 15
(22,067,522) 1,131,039,998
(18,017,515) 1,114,212,372
For and on behalf of the Management
Sd/(Sudhir S. Moravekar) President Mumbai, August 24, 2011
NOTE: Figures pertaining to balance Sheet items have been translated at year end exchange rates.

Particulars Sch. Year ended 31-03-2011 (Amt. in Rs.) Year ended 31-03-2010
INCOME Income from Operations Hospitality Revenue Commission on IT Product Revenue Other Income Total EXPENDITURE Material Consumed Personnel Expenditure General & Administrative Expenditure Depreciation Interest & Financial Charges
182,270,451 45,899,886 136,370,565 1,389,666 183,660,117
209,999,515 53,478,598 156,520,917 1,556,262 211,555,778
11 12 13 5 14 Total
5,730,719 45,306,232 60,701,386 15,044,528 5,823,167 132,606,032 51,054,085 26,053,573 25,000,512 (55,092) 24,945,420 187,231,776 212,177,197 5,946.84
6,255,713 45,790,469 64,443,183 18,870,787 6,484,574 141,844,726 69,711,052 32,336,100 37,374,952 (8,806,982) 28,567,969 158,663,807 187,231,776 8,890.33
Net Profit / (Loss) Before Tax Provision for Taxation Net Profit / (Loss) After Tax Prior Period Adjustments Profit after prior period adjustments Profit/ (Loss) brought forward from Previous Year Profit/(Loss) Carried to Balance Sheet Earning Per Share (Equity shares with no par value) Notes forming part of the Accounts and Accounting Policies As per our Report of even date For H. H.Topiwala & Co. Chartered Accountants Sd/(H. H.Topiwala) Proprietor Mumbai, August 24, 2011 15
NOTE: The income and expenditure items have been converted at the average month end rate.

As at 31-03-2011 SCHEDULE 1 : SHARE CAPITAL Authorised: 10000 Equity Shares of USD 2500 each Issued, Subscribed and Paid Up: 4704 (4204) Equity Shares of USD 2500 each, each fully paid up (Amt. in Rs.) As at 31-03-2010
536,726,400 536,726,400
527,083,200 527,083,200
SCHEDULE 2 : RESERVES & SURPLUS
Retained Earnings
212,177,196
212,177,196
187,231,776
187,231,776
SCHEDULE 3 : SECURED LOANS Zion Bank (Out of above Rs.2,847,936/- repayable within one year) (Secuered against Mortgage on Property- Red Roof Inn)
48,529,535
50,347,964
48,529,535 SCHEDULE 4 : UNSECURED LOANS Others
50,347,964
333,606,867
333,606,867
349,549,432
349,549,432
SCHEDULE 6 : INVESTMENTS (AT COST) Investment in Georgian Motel Corporation (Subsidiary) Investment in Sai Living Hudson Inc. (Subsidiary) Investment in Travel Universe (Subsidiary)
97,913,760 102,478,199 35,142,800

235,534,759
96,154,587 100,637,005 34,511,400

231,302,992
1,749,722 1,749,722
10,391,920 10,391,920

As at 31-03-2011 SCHEDULE 8 : CASH AND BANK BALANCES Cash in hand Bank & Cash Balances Wachovia Custom Bus-7028 (Maximum balance during the year Rs.14,521,008/- ) First Union Wachovia-check 1590 (Maximum balance during the year Rs.38,304,641/- ) M & T Bank-Syracuse 8890764262 (Maximum balance during the year Rs.2,137,273/- ) Wachovia Money Market A/c. 3134 (Maximum balance during the year Rs27,143,918/- ) Bank of America A/c No.0643 (Maximum balance during the year Rs.17,756,298/- ) Bank of America A/c No.7221 (Maximum balance during the year Rs.4,03,104/- ) Wachovia SM Bus. MM 3946 (Maximum balance during the year Rs. 37,130,116/- ) Wachovia Bank Cash Manager A/c. 0140 (Maximum balance during the year Rs. 48,963,594/- ) (Amt. in Rs.) As at 31-03-2010
1,638,420 1,593,693 1,000,018 21,521,679 393,531 234,730 23,297,845 22,999,903
1,791,948 14,521,008 2,552,365 1,068,419 33,541,630 17,571,681 389,710 -
72,679,819 SCHEDULE 9 : LOANS AND ADVANCES
71,436,761
(Unsecured, considered good subject to confirmation)

Advances recoverable in cash or in kind or for value to be received Deposit Prepaid Expenses 509,385,387 2,259,069 3,965,018
515,609,474 SCHEDULE : 10 CURRENT LIABILITIES & PROVISIONS CURRENT LIABILITIES Accounts Payable Advances Other Liabilities
502,883,359 2,214,184 3,058,144

508,155,688
4,190,494 1,032,178
5,222,672
4,259,110 1,153,623
5,412,733
PROVISIONS Duties & Taxes
521,861
521,861 5,744,533
25,349,968
25,349,968 30,762,701

Year ended 31-03-2011 SCHEDULE : 11 Materials Consumed (Amt. in Rs.) Year ended 31-03-2010
Hotel Supplies
5,730,719
5,730,719
6,255,713
6,255,713
SCHEDULE : 12 PERSONNEL EXPENDITURE
Salaries & Allowances Employee incentive / Welfare Training Expenses
45,226,578 79,654 45,306,232
45,665,569 117,365 7,535

45,790,469
SCHEDULE : 13 GENERAL & ADMINISTRATIVE EXPENDITURE Advertisement & Sales Promotion Bad Debts & provisions Charity and Donation Dues and Subcriptions Electricity Charges & Water Charges Franchise Fee & Commission Exp. Fuel (Gas) House Keeping Charges Insurance Charges Labour & Moving Licences and permits Miscellaneous Expenses Office Expenses Postage and delivery Printing & Stationery Professional Fees Rate & Taxes Rent Repairs & Maintainenance : Building Machinery Others Security Charges Technical & Internet Telephone Travelling Expenses Vehicle Expenses (Car and Fuel Charges)
2,384,618 7,415,432 222,752 7,679,759 3,482,512 1,857,647 3,607,397 2,596,587 62,522 171,787 427,282 276,369 41,610 6,851,343 7,655,865 4,314,933 2,659,909 2,559,810 607,135 161,803 1,222,979 2,032,196 1,268,950 1,140,187
60,701,386
3,512,799 1,883,867 372,582 7,411,908 3,684,514 2,343,897 3,422,844 3,416,863 105,308 77,521 9,553,889 399,238 345,972 30,519 7,282,934 8,737,986 636,464 204,871 727,644 1,461,786 91,791 557,106 3,008,488 2,052,991 3,119,401
64,443,183
SCHEDULE : 14 INTEREST & FINANCE CHARGES Bank Service Charges Interest on Loan
1,954,792 3,868,375 5,823,167
1,045,311 5,439,263 6,484,574

SCHEDULE 5 : FIXED ASSETS (Amt. in Rs.) GROSS BLOCK (At Cost) Description As at 01-04-2010 Land Building Vehicle Furniture & Fixtures Office Equipments Borrowing Cost Capital Improvement Cost 45,492,300 260,648,110 5,347,143 34,260,676 19,058,874 2,067,233 Additions Adjustments 895,959 434,584 2,191 Deduction During the year Translation Adjustment 832,300 4,768,664 97,828 626,814 348,669 37,821 As at 31-03-2011 46,324,600 265,416,773 5,444,971 35,783,449 19,842,127 2,107,244 As at 01-04-2010 38,636,902 1,510,379 26,334,827 12,754,862 982,212 For the year 7,399,938 360,861 3,328,212 2,295,284 84,541 DEPRECIATION Deduction /Adj during the year Translation Adjustment 761,458 30,305 506,370 250,298 18,612 As at 31-03-2011 46,798,298 1,901,545 30,169,409 15,300,445 1,085,365 As at 31-03-2011 46,324,600 218,618,475 3,543,426 5,614,039 4,541,682 1,021,880 NET BLOCK As at 01-04-2010 45,492,300 222,011,208 3,836,763 7,925,848 6,304,012 1,085,021
47,474,707
868,551
48,343,257
10,246,450
1,575,692
199,069
12,021,211
36,322,046
37,228,256
Franchise & Time Share Development

Total Previous Year
17,821,821 432,170,864 464,850,486
1,332,734 28,494,225
855,748 855,748 8,318,592
326,059 7,906,704 (52,855,256)
17,292,131 440,554,552 432,170,863
90,465,632 82,930,003
15,044,528 18,870,787
1,043,898
1,766,113 (10,291,259)
107,276,273 90,465,633
17,292,131 333,278,279 341,705,229
17,821,821 341,705,229 381,920,483

1 Panoramic Ace Properties Inc. is a New York Corporation organized under the laws of the state of New York on Auguest 30, 2002 and authorized to do business in the state of North Carolina. The Company is in the hospitality business relating to consultancy and owns two properties. Panoramic Ace Properties Inc. is wholly owned (100%) subsidiary of Panoramic Universal Ltd and is engaged in the Hospitality business and owns two motels "The Econolodge" (formerly known as Red Roof Inn) in Burlington, North Carolina and " United Inn" (formerly known as Quality Inn) in Syracuse, New York. 2 Significant Accounting Policies: The financial statements have been prepared on an accrual basis and under historical cost convention and in accordence with generally accepted accounting practices in India a) The company's functional currency is United States Dollars (US$) and these accounts have been prepared in INR. (i) Reporting Currency Translation The books of the company are maintained in US Dollar. These accounts have been prepared in Indian Rupees. The US Dollar balance as per books of the company have been converted into Indian Rupees as follows : All the assets and liabilities including Share capital have been converted at the year end rate. All the income and expenditure items have been converted at the average month-end rate. (ii) The net difference on translation is taken in cumulative currency translation reserve and shown seperately. b) Revenue Recognition As a consistent practice, the company recognises revenue on accrual basis. c) Fixed Assets and Depreciation Depreciation has been charged as per IRS rates prevailing in the US. Borrowing costs incurred on acqusition of fixed charges has been classified under "Fixed Assets" pending allocation to various assets. d) Investments:Investments are stated at cost and comprises of investment in the Georgion Motel Corporation and Sai Living Hudson Inc (100% subsidiary). The Financial of the Gerogian Motel Corp and Sai Living Hudson Inc are presented seperately. e) Advances:-
Advances includes Rs. 3,36,97,792 /- receivable from an ex-employee for funds embezzled by him from
USA Subsidiaries. The Company has filed civil suit seeking the attachments of two properties
purportedly acquired from the embezzled funds.The Hon'ble High court of Madras was pleased to pass ad-interim injunction on 22nd February,2011 in C.S. No. 119 of 2011 restraining the employee and his wife from alienating disposing ,encumebering or dealing with properties referred to in that suit.
3 The Company is a wholly owned subsidiary of Panoramic Universal Ltd. ,India. The accounts have been prepared and audited to attach with the accounts of Panoramic Universal Ltd.., the Holding Company, to comply with the provisions of the Companies Act, 1956.
As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants Sd/(H. H. Topiwala) Proprietor Mumbai, August 24, 2011

H. H. TOPIWALA
B. Com, F. C. A.
Auditors report to the members of Georgian Motel Corp. We have audited the attached Balance Sheet of Georgian Motel Corp. (a Company incorporated in the state of New York , USA) as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management and have been prepared in accordance with accounting policies as described in notes to accounts attached therein, for the purpose of consolidation with the financial statements of Panoramic Universal Ltd., the holding company. 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. These standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. M/s. Accounting Systems LLC, CPAs have done review of the accounts and issued Review Report dated 8th August, 2011 and we have also relied on the review report provided by them. In our opinion and to the best of our information and according to the explanations given to us and based on Review Report of M/s. Accounting Systems LLC, CPAs the said accounts give a true and fair view in conformity with the accounting policies described in notes to accounts attached therein: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.
Georgian Motels Corporation

Particulars Sch. As at 31-03-2011 (Amt. in Rs.) As at 31-03-2010
Sources of Funds
Shareholders' Funds Share Capital
4,564,000 90,493,623 308,570,735
4,482,000 88,867,751 244,555,708
Capital Reserve Reserves & Surplus

Loan Funds Secured Loan
2 3
150,126,073 3,527,698 5,867,068

563,149,197
195,738,510 3,464,317 5,761,656

542,869,941
Unecured Loan Deferred Income Tax
Application of Funds
Fixed Assets Gross Block Less: Depreciation Net Block Current Assets, Loans & Advances Inventories Sundry Debtors Cash & Bank Balances Loans & Advances 4
693,078,680 319,620,672 373,458,008
671,565,624 307,584,894 363,980,730
5 6 7 8
5,052,239 1,392,960 2,298,532 247,323,106 256,066,837
1,345,317 595,479 6,774,643 216,765,566 225,481,004
47,948,658 9,502,016 57,450,674 198,616,163 (8,924,974)

563,149,197
23,215,908 19,469,763 42,685,673 182,795,332 (3,906,120)

542,869,941
Net Current Assets Currency Translation Reserve
14
As per our Report of even date For H. H.Topiwala & Co. Chartered Accountants Sd/(H. H.Topiwala) Proprietor Mumbai, August 24, 2011

INCOME
Income from Operations Hospitality Revenue Commission on IT Product Revenue Other Income
Total EXPENDITURE
289,257,487 168,743,973 120,513,514 155,675

289,413,162
250,192,282 141,628,144 108,564,138 250,192,282
Material Consumed Personnel Expenditure General & Administrative Expenditure Depreciation Interest & Financial Charges
10 11 12 4 13
Total
20,081,779 69,203,508 81,203,424 8,199,993 10,546,450

189,235,154 100,178,008
21,718,345 65,101,148 72,781,426 9,840,613 10,756,643

180,198,176 69,994,106
Net Profit / (Loss) Before Tax
Provision for Taxation

Net Profit / (Loss) After Tax
36,162,980
64,015,028
27,118,072
42,876,033
Profit/ (Loss) brought forward from Previous Year

Profit/(Loss) Carried to Balance Sheet Total
244,555,708
308,570,735
201,679,674
244,555,708
14

(Amt. in Rs.) As at 31-03-2011 SCHEDULE 1 : SHARE CAPITAL Authorised: 500 Equity Shares with no par value Issued, Subscribed and Paid Up: 200 Equity Shares with no par value fully paid up Capital Reserve As at 31-03-2010
4,564,000 90,493,623 95,057,623
4,482,000 88,867,751 93,349,751
SCHEDULE 2 : SECURED LOAN Mortgage Payable to Mission Oaks Bank (Secured by a mortgage on all real properties) Mortgage Payable to Zions First National Bank (Secured by a mortgage on all real properties) Mortgage Payable to Fallbrook Capital (Secured by a mortgage on all real properties) (Out of above Rs.12,322,800/- repayable within one year)
142,295,835 7,830,238
37,631,598 146,039,127 12,067,785
150,126,073 SCHEDULE : 3 UNSECURED LOAN Others
195,738,510
3,527,698 3,527,698
3,464,317 3,464,317
SCHEDULE 5 : INVENTORIES (At Cost) Raw Materials
5,052,239 5,052,239
1,345,317 1,345,317
1,392,960 1,392,960
595,479 595,479
SCHEDULE 7 : CASH AND BANK BALANCES Cash Balance Bank Balances Wachovia Bank A/c No.8097 (Maximum Balance during the year Rs.25,229,303/-) Bank of America (Maximum Balance during the year Rs.243,405/-) TD Banknorth (Maximum Balance during the year Rs.9,283,607/-) TD Bank - ATM Account (Maximum Balance during the year Rs.45,640/-)
123,606 1,994 2,127,292 45,640 2,298,532
112,050 2,196,718 243,405 4,222,470 6,774,643
SCHEDULE 8 : LOANS AND ADVANCES (Unsecured, considered good subject to confirmation) Advances recoverable in cash or in kind or for value to be received Prepaid Expenses
242,472,134 4,850,972 247,323,106
212,912,301 3,853,265 216,765,566
SCHEDULE 9 : CURRENT LIABILITIES & PROVISIONS CURRENT LIABILITIES Sundry Creditors Deposits Other Liabilities 3,690,549 10,691,377 33,566,731 47,948,658 3,253,260 8,617,004 11,345,645 23,215,908
PROVISIONS Provision for Income Tax Provision for Sales Tax
9,261,023 240,993 9,502,016
19,087,449 382,315 19,469,763

(Amt. in Rs.) Year ended 31-03-2011 SCHEDULE 10 : MATERIALS CONSUMED Hotel Supplies Freight Year ended 31-03-2010
20,081,779 20,081,779
21,621,985 96,360 21,718,345
SCHEDULE 11 : PERSONNEL EXPENDITURE Employee Benefits Staff Welfare Exp. Payroll Expenses
4,033,060 2,147,286 63,023,162 69,203,508
3,787,608 189,517 61,124,023 65,101,148
SCHEDULE 12 : GENERAL & ADMINISTRATIVE EXPENDITURE Advertising & Promotion Discounts & Commissions Donations Electricity & Water Charges Entertaiment Exp. Gas / Fuel House Keeping Supplies Insurance Charges Licenses and Permits Membership & Subscriptions Miscellaneous Expenses Office Expenses Postages Professional Fees Rate & Taxes Rent Repairs & maintenance : Building Machinery Others Security Charges Sundry Balance W/off. (Bad Debts) Telephone Travel & Conveyance Vehicle Expenses
12,961,832 8,354,277 244,652 10,544,122 1,867,736 3,024,662 5,551,404 1,885,795 367,964 644,530 837,117 919,657 342,827 2,226,880 15,586,521 364,619 1,459,386 1,125,222 3,240,136 7,524,483 941,520 1,009,352 178,732 81,203,424
9,288,169 4,937,096 244,573 9,529,822 1,622,480 230,774 5,570,076 3,172,337 755,902 1,549,716 549,995 478,643 17,010,892 10,574,144 357,982 2,935,646 1,126,880 1,568,378 288,232 94,288 673,294 156,691 65,417 72,781,426
SCHEDULE 13 : INTEREST & FINANCIAL CHARGES Bank Charges Interest on Loan 66,507 10,479,944 10,546,450 163,849 10,592,794 10,756,643

SCHEDULE 4 : FIXED ASSETS GROSS BLOCK (At Cost) Additions Deductions Translation during the year during the year Adjustment 5,575,382 295,519 5,524,676 11,395,577 19,330,507 2,169,087 2,169,087 1,060,679.02 6,638,498.60 4,404,099.46 113,560.16 69,727.06 12,286,564.30 (83,675,857) DEPRECIATION Deduction Translation during the year Adjustment 1,837,514 1,860,533 3,686,583 74,836 51,347 1,837,514 5,673,299 (38,734,642) (Amt. in Rs.) NET BLOCK As at As at 31-03-2011 01-04-2010 59,035,842 264,166,465 42,962,575 710,204 1,193,030 5,389,892 373,458,008 363,980,730 57,975,163 262,349,100 40,939,298 1,626,235 1,090,935 363,980,730 399,432,051
DESCRIPTION
As at 01-04-2010 57,975,163 362,850,619 240,721,631 6,207,032 3,811,179 671,565,624 735,910,975
As at 31-03-2011 59,035,842 369,489,117 250,701,113 4,151,506 4,176,425 5,524,676 693,078,680 671,565,624
As at 01-04-2010 100,501,519 199,782,334 4,580,798 2,720,244 307,584,895 336,478,923
For the year 2,960,600 4,269,622 623,182 211,805 134,784 8,199,993 9,840,613
As at 31-03-2011 105,322,652 207,738,538 3,441,302 2,983,396 134,784 319,620,672 307,584,894
Land Building Furniture & Fixtures Vehicles Office Equipments Capital Improvement cost Total Previous Year

1 Georgion Motel Corp. is an Incorporated Company under the laws of state New York and is authorised to do business in New York state. The company owns a 164 rooms full service Luxury resort at Lake George, New York. 2 Significant Accounting Policies : The financial statements have been prepared on an accrual basis and under historical cost convention and in accordance with generally accepted accounting practices in India. a) The company's functional currency is United States Dollars (US$) and these accounts have been prepared in INR. The significant accounting policies adopted by the company are detailed below: (i) Reporting Currency Translation The books of the company are maintained in US Dollar. These accounts have been prepared in Indian Rupees. The US Dollar balance as per books of the company have been converted into Indian Rupees as follows : - All the assets and liabilities including Share capital have been converted at the year end rate - All the income and expenditure items have been converted at the average month-end rate. (ii) The net difference on translation is taken in cumulative currency translation reserve & shown separately. b) Revenue Recognition As a consistent practice, the company recognizes revenue on accrual basis. c) Fixed Assets and Depreciation On acqusition the fixed asstes except land is restated at replacedment cost and the land at appraised value as per purchase method under FAS 141 on business combinations. Depreciation of plant equipment is provided over the estimated useful life of the respective assets using the straight line and declining balance method. d) Inventories Inventories are stated at cost on a first-in, first-out method. e) Tax Credits Investment and new jobs tax credits are accounted for on the "flow through" method, which recognises the credits in the year in which the credits are utilised for tax purpose. d) Income Taxes Deferred income taxes are provided in accordance with Statement of Financial Accounting Standards No.109, "Accounting for Income Taxes". Deferred Income Taxes are provided for accumulated temporary differences due to basis of differences for assets and liabilities for the financial reporting and income tax purpose, including alternative minimum taxes. 3 Previous year figures have been regrouped, where necessary to confirm ro current year classification. 4 The Company is a wholly owned by Panoramic Ace Properties Inc. which is wholly owned subsidiary of Panoramic Universal Ltd. The accounts have been prepared and audited to attach with the accounts of Panoramic Universal Ltd., the Holding Company, to comply with the provisions of the Companies Act, 1956. As per our Report of even date For H. H.Topiwala & Co.
Chartered Accountants
Sd/(H. H.Topiwala)
Proprietor
Sd/(Sudhir S. Moravekar)
President

H. H. TOPIWALA
B. Com, F. C. A.
Auditors report to the members of Sai Living Hudson Inc. We have audited the attached Balance Sheet of Sai Living Hudson Inc. (a Company incorporated in the state of New York, USA) as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management and have been prepared in accordance with accounting policies as described in notes to accounts attached therein, for the purpose of consolidation with the financial statements of Panoramic Universal Ltd., the holding company. 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. These standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. M/s. Accounting Systems LLC, CPAs from Accounting Systems LLC have done Review of the accounts and issued Review Report dated 8th August, 2011 and we have also relied on the Review Report provided by them. In our opinion and to the best of our information and according to the explanations given to us and based on Review Report of M/s. Accounting Systems LLC, CPAs the said accounts give a true and fair view in conformity with the accounting policies described in notes to accounts attached therein: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2011; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.
For H. H. Topiwala & Co. Chartered Accountants Firm Registration No.111022W Sd/H. H. Topiwala Proprietor Membership No.38660
Sai Living Hudson Inc.

SOURCES OF FUNDS Shareholders' Funds Share Capital
92,303,705 225,903,718
90,645,313 202,135,530
Reserves & Surplus

Loan Funds Secured Loan
2 3
Total
142,896,660 25,169,914
486,273,997
146,713,519 19,145,804
458,640,166
Unsecured Loan
APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block Current Assets, Loans & Advances Inventories Sundry Debtors Cash & Bank Balances Loans & Advances 4
332,690,150 77,557,449 255,132,701
322,793,271 61,938,605 260,854,667
5 6 7 8
1,465,771 60,457,373 6,139,130 192,410,559 260,472,833
1,743,184 48,760,978 6,868,318 182,814,953 240,187,433
13,572,645 9,554,787 23,127,432

237,345,401
10,043,042 30,070,186 40,113,228

200,074,206
Net Current Assets
Currency Translation Reserve

(6,204,104)
486,273,997
(2,288,707)
458,640,166
As per our Report of even date For H. H.Topiwala & Co. Chartered Accountants Sd/(H. H.Topiwala) Proprietor

Particulars
Sch.
INCOME
Total EXPENDITURE
190,052,275 90,379,435 99,672,840 1,366,456

191,418,731
215,711,352 97,977,852 117,733,500 1,558,476

217,269,828
Materials Consumed Personnel Expenditure General & Administrative Expenditure Depreciation Interest & Finance Charges
10 11 12 4 13
Total
21,021,742 56,944,780 48,551,550 14,379,555 9,710,946

150,608,573 40,810,158
19,208,187 57,594,278 52,074,359 14,017,532 10,432,873

153,327,228 63,942,600
Net Profit Before Tax

Net Profit After Tax
17,041,970
23,768,188
21,749,806
42,192,794
Add: Profit/ (Loss) brought forward from Previous Year

Profit/(Loss) Carried to Balance Sheet Earnings Per Share (Equity shares with no par value) Notes forming part of the Accounts and Accounting Policies 14
202,135,530
225,903,718 1,080,372
159,942,736
202,135,530 1,917,854
As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants
Sd/(H. H. Topiwala) Proprietor
Sd/(Sudhir S. Moravekar) President

(Amt. in Rs.) As at 31-03-2011 SCHEDULE : 1 SHARE CAPITAL Authorised: 200 Equity Shares with no par value Issued, Subscribed and Paid Up: 22 Equity Shares with no par value As at 31-03-2010
92,303,705 92,303,705
90,645,313 90,645,313
SCHEDULE : 2 SECURED LOANS Bank of West (Secured against Mortgage on Property (Out of above Rs.6,681,696/- repayable within one year)
142,896,660
146,713,519
142,896,660 SCHEDULE : 3 UNSECURED LOAN Others
146,713,519
25,169,914 25,169,914
19,145,804 19,145,804
SCHEDULE 5 : INVENTORIES (At Cost) Materials Consumed
1,465,771 1,465,771
1,743,184 1,743,184
SCHEDULE : 6 SUNDRY DEBTORS (Unsecured, considered good subject to confirmation) Over six months Others
60,457,373 60,457,373
48,760,978 48,760,978
SCHEDULE 7 : CASH AND BANK BALANCES Cash in Hand Bank Balances Bank of America - A/c No.0740 (Maximum balance during the year Rs.269,025/-) Bank of America -A/c 7218 (Maximum balance during the year Rs.26,287,685/-) Bank of America -A/c 7749 (Maximum balance during the year Rs.1,201,484/-) Wachovia Bank A/c No.8385 (Maximum balance during the year Rs.1,158,720/-) First Merit Bank A/c No.3895 (Maximum balance during the year Rs.3,942,024/-) First Merit Bank A/c No.3900 (Maximum balance during the year Rs.478,364/-) 1,323,670 37,025 1,964,876 458,413 390,957 1,953,267 10,921 1,490,579 3,468,115 1,569 552,934 1,088,105 267,016
6,139,130 SCHEDULE 8 : LOANS AND ADVANCES
6,868,318
(Unsecured, considered good subject to confirmation)

Advances Recoverable in cash or in kind or for value to be received Deposits 190,356,759 2,053,800 192,410,559 175,678,489 7,136,465 182,814,953
SCHEDULE : 9 CURRENT LIABILITIES & PROVISIONS CURRENT LIABILITIES Sundry Creditors Other Liabilities 8,239,886 5,332,759 13,572,645 PROVISIONS Provision for Taxation 9,554,787 9,554,787 Total 23,127,433 6,537,042 3,506,000 10,043,042 30,070,186 30,070,186 40,113,228

(Amt. in Rs.) Year ended 31-03-2011 SCHEDULE 10 : Materials Consumed Hotel Supplies Year ended 31-03-2010
21,021,742 21,021,742
19,208,187 19,208,187
SCHEDULE 11 : PERSONNEL EXPENDITURE Salaries & Allowances Employees Incentives Staff Welfare Exp.
55,699,288 1,050,545 194,947 56,944,780
54,370,417 202,987 3,020,874 57,594,278
SCHEDULE 12 : GENERAL & ADMINISTRATIVE EXPENDITURE Advertisement & Sales Promotion Vehicle Expenses Communication Exp. Computer Exp. Donations Dues & Subscription Electricity & Water Charges Commission & Discount (Franchise Fees & Agent Comm.) House Keeping Expenses Insurance Charges Kitchen & Restaurant Expenses Labour Charges License & Fees Miscellaneous Expenses Office Expenses Postage & Delivery Printing & Reproduction Professional Fees Rate & Taxes Rent Repairs & Maintenance: Building Machinery Others Security Charges Sundry Balance W/off. Transportation Expenses Travel
6,604,365 28,669 861,880 2,265 254,963 11,916,090 595,479 2,709,873 4,101,117 2,496,109 187,991 324,032 864,014 1,007,522 55,636 529,541 1,333,034 6,381,668 426,250 1,073,692 981,183 1,335,791 149,487 3,299,714 12,196 1,018,989 48,551,550
4,111,068 407,763 1,535,304 10,267 371,028 10,437,045 3,794,343 7,798,502 3,174,692 61,508 1,957,856 252,956 608,866 666,748 109,500 883,345 1,589,983 10,091,026 311,921 168,418 152,405 2,579,437 216,550 56,704 727,125 52,074,359
SCHEDULE : 13 INTEREST & FINANCIAL CHARGES Interest on Loan Bank Charges Credit Card Charges Mortgages 805,578 219,041 1,683,451 7,002,876 9,710,946 1,236,335 63,910 1,535,747 7,596,881 10,432,873

SCHEDULE : 4 FIXED ASSETS (iAmt. in Rs.) GROSS BLOCK (At Cost) As at DESCRIPTION 01-04-2010 Additions during the year Deduction during the year Translation Adjustment As at 31-03-2011 As at 01-04-2010 For the year DEPRECIATION Deduction during the year Translation Adjustment As at 31-03-2011 NET BLOCK As at 31-03-2011 As at 01-04-2010
Land
50,402,332
922,130
51,324,462
51,324,462
50,402,332
Building
206,532,023
2,645,842
3,778,603
212,956,468
22,941,783
5,660,213
461,484
29,063,480
183,892,988
183,590,240
Computer
228,582
4,182
232,764
107,927
77,020
2,543
187,489
45,275
120,655
Furniture & Fixture
52,930,408
466,030
968,378
54,364,816
29,502,567
6,992,923
591,359
37,086,849
17,277,967
23,427,842
Office Equipments
10,975,701
879,363
200,805
12,055,869
8,926,517
1,300,814
172,922
10,400,254
1,655,615
2,049,184
Franchise
1,724,225
31,547
1,755,771
459,811
348,585
10,981
819,377
936,394
1,264,414
Total Previous Year
322,793,271 333,027,623
3,991,235 31,177,152
5,905,645 (41,411,503)
332,690,150 322,793,271
61,938,605 54,833,507
14,379,555 14,017,532
1,239,289 (6,912,433)
77,557,449 61,938,605
255,132,701 260,854,667
260,854,667 278,194,116

1 Sai Living Hudson Inc. is an Incorporated Company under the laws of state New York and is authorised to do business in New York state. The Company owns a motel " The Clarion " in Hudson, Ohio. 2 Significant Accounting Policies : The financial statements have been prepared on an accrual basis and under historical cost convention and in accordance with generally accepted accounting practices in India. a) The company's functional currency is United States Dollars (US$) and these accounts have been prepared in INR. The significant accounting policies adopted by the company are detailed below: (i) Reporting Currency Translation The books of the company are maintained in US Dollar. These accounts have been prepared in Indian Rupees. The US Dollar balance as per books of the company have been converted into Indian Rupees as follows : - All the assets and liabilities including Share capital have been converted at the year end rate - All the income and expenditure items have been converted at the average month-end rate. (ii) The net difference on translation is taken in cumulative currency translation reserve & shown separately. b) Revenue Recognition As a consistent practice, the company recognizes revenue on accrual basis. c) Fixed Assets and Depreciation On acqusition, the fixed assets except land is restated at replacement cost and the land at appraised value as per purchase method under FAS 141 on business combinations. Depreciation on plant & equipment is provided over the estimated useful life of the respective assets using the straight line and declining balance method. d) Inventories Inventories are stated at cost on a first-in, first-out method. e) Advances:Advances includes Rs.2,72,63,921/-receivable from an ex-employee for funds embezzled by him from the company and related entities. Based on his commitment to return the funds to the companies, for which necessary procedural formalities are under way, the company is confident of recovering the amount in full.
3 The Company is a wholly owned by Panoramic Ace Properties Inc. which is wholly owned subsidiary of Panoramic Universal Ltd. The accounts have been prepared and audited to attch with the accounts of Panoramic Universal Ltd. the Holding Company, to comply with the provisions of the Companies Act, 1956. As per our Report of even date For H. H.Topiwala & Co.
Chartered Accountants Sd/(H. H.Topiwala) Proprietor Sd/(Sudhir S. Moravekar) President

H. H. TOPIWALA
B. Com, F. C. A.
Auditors report to the members of Travel Universe Inc. We have audited the attached Balance Sheet of Travel Universal Inc. (a Company incorporated in the state of New York, USA) as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management and have been prepared in accordance with accounting policies as described in notes to accounts attached therein, for the purpose of consolidation with the financial statements of Panoramic Universal Ltd., the holding company. 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. These standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. M/s. Accounting Systems LLC,CPAs have done review of the accounts and issued Review Report dated 8th August, 2011 and we have also relied on the Review Report provided by them. In our opinion and to the best of our information and according to the explanations given to us and based on Review Report of M/s. Accounting Systems LLC,CPAs the said accounts give a true and fair view in conformity with the accounting policies described in notes to accounts attached therein: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.
For H. H. Topiwala & Co. Chartered Accountants Firm Registration No.111022W Sd/H. H. Topiwala Proprietor Membership No.38660
Travel Universe Inc.

SOURCES OF FUNDS Shareholders' Funds Share Capital Reserves & Surplus Loan Funds Unsecured Loans Deferred Tax Liability
1 2
35,142,800 25,582,434
34,511,400 20,086,384
3,300,211 1,125,528
6,679,525 1,105,261
Total
APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block 4
65,150,973
62,382,570
29,274,213 3,043,282 26,230,931
28,684,831 2,055,481 26,629,350
Current Assets, Loans & Advances Sundry Debtors Cash & Bank Balances Loans & Advances
5 6 7
18,631,598 23,912,749 1,377,882 43,922,229
17,545,506 25,994,883 925,040 44,465,429
4,863,550 4,863,550 39,058,679 (138,637)
4,765,935 4,210,794 8,976,729 35,488,700 264,520
Net Current Assets Currency Translation Reserve
Total
Notes forming part of the Accounts and Accounting Policies As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants 12
65,150,973
62,382,570
Sd/(H. H. Topiwala) Proprietor Mumbai, August 24, 2011

Profit & Loss Account for the period ended 31st March, 2011
INCOME Income from Operations Travel Revenue Commission on IT Product Revenue Other Income Total EXPENDITURE Personnel Expenditure General & Administrative Expenditure Depreciation Interest & Finance Charges 9 10 4 11 Total Net Profit Before Tax Provision for Taxation Net Profit After Tax Add: Profit/ (Loss) brought forward from Previous Year Profit/(Loss) Carried to Balance Sheet Earnings Per Share (Equity shares with no par value) Notes forming part of the Accounts and Accounting Policies 12 9,248,470 8,569,770 943,238 398,069 19,159,547 8,742,168 3,246,118 5,496,050 20,086,384 25,582,434 249,820 7,181,677 16,772,658 999,356 350,211 25,303,902 12,583,671 6,124,780 6,458,891 13,627,493 20,086,384 293,586 27,674,325 25,653,306 2,021,019 227,390 27,901,715 37,324,626 12,854,526 24,470,100 562,946 37,887,573
Sd/(H. H. Topiwala) Proprietor

As at 31-03-2011 SCHEDULE 1 : SHARE CAPITAL Issued, Subscribed and Paid Up: 1 Equity Shares with no par value (Amt. in Rs.) As at 31-03-2010
35,142,800 35,142,800
34,511,400 34,511,400
SCHEDULE 2 : RESEVES & SURPLUS Profit & Loss Account 25,582,434 25,582,434 20,086,384 20,086,384
SCHEDULE : 3 UNSECURED LOANS From Companies
3,300,211 3,300,211
6,679,525 6,679,525
SCHEDULE : 5 SUNDRY DEBTORS
(Unsecured, considered good subject to confirmation) Over six months Others
18,631,598 18,631,598
17,545,506 17,545,506
SCHEDULE : 6 CASH & BANK BALANCES Cash in Hand Bank Balances Commerce Bank -A/c 7925188844 (Maximum balance during the year Rs.3,892,992/-) Wachovia Bank A/c No.324741 (Maximum balance during the year Rs.7,279,572/-) Commerce Bank A/c No.7923075035 (Maximum balance during the year Rs.14,137,482/-) Wachovia Bank A/c No.7015 (Maximum balance during the year Rs.4,564,000/-) Bank of Baroda -Current Depost Account 448,767 17,498 316,742 2,955,981 4,564,000 15,609,761 23,912,749 SCHEDULE : 7 LOANS & ADVANCES Advances recoverable in cash or in kind or for value to be received Deposits 129,530 1,498,915 797,617 3,982,481 19,586,340 25,994,883
1,377,882 1,377,882
442,373 482,667 925,040
SCHEDULE : 8 CURRENT LIABILITIES & PROVISIONS CURRENT LIABILITIES Other Current Liabilities Sundry Creditors
18,760 4,844,790 4,863,550
560,205 4,205,730 4,765,935
PROVISIONS Provisions
4,863,550
4,210,794 4,210,794 8,976,729

(Amt. in Rs.) Year ended 31-03-2011 SCHEDULE : 9 PERSONNEL EXPENDITURE Salaries & Allowances Year ended 31-03-2010
9,248,470 9,248,470
7,181,677 7,181,677
SCHEDULE : 10 GENERAL & ADMINISTRATIVE EXPENDITURE Advertisement & Sales Promotion Sundry Balance W/off. (Bad Debts) Communication Expenses Computer Expenses Donation & Gifts Dues & Subscription Electicity & Water Charges Entertainment Expenses Event Expense Housekeeping Charges Insurance Charges License & Fees Miscellaneous Expenses Office Expenses Postage & Delivery Printing & Reproduction Professional Fees Rent Repairs & Maintenance : Others Telephone Expense Travel & Conveyance Expenses Vehicle Expenses 1,672,591 7,249 1,359 25,945 172,441 3,151,155 25,823 2,235,682 330,989 829,063 110,872 6,602 8,569,770 2,706,720 941,933 2,308 259,785 86,046 130,693 30,330 1,148,876 15,542 24,066 39,561 85,810 5,796,752 17,284 1,968,311 1,931,246 131,871 963,551 489,805 2,166 16,772,658
SCHEDULE : 11 INTEREST & FINANCE CHARGES Bank Charges & Commission
398,069 398,069
350,211 350,211

SCHEDULE : 4 FIXED ASSETS (Amt. in Rs) As at 01-04-2010 GROSS BLOCK (At Cost) Additions Deduction Translation during the during the Adjustment period period 64,581 43,463 26,483 3,854 451,000 As at 31-03-2011 As at 01-04-2010 For the period DEPRECIATION Deduction Translation during the Adjustment period 23,931 18,716 1,915 As at 31-03-2011 NET BLOCK As at As at 31-03-2011 31-03-2010
DESCRIPTION
Furniture & Fixture Office Equipments Computer Goodwill
2,375,662 1,447,515 210,654 24,651,000
2,419,126 1,473,998 279,089 25,102,000
1,115,129 864,262 76,090 -
478,475 393,784 70,979 -
1,617,535 1,276,762 148,985 -
801,592 197,236 130,103 25,102,000
1,260,533 583,253 134,564 24,651,000
Total Previous Year
28,684,831 32,109,489
64,581 226,313
524,800 (3,650,970)
29,274,213 28,684,831
2,055,481 1,246,146
943,238 999,356
44,562 (190,019)
3,043,282 2,055,481
26,230,932 26,629,350
26,629,350 30,863,343

1 Travel Universe Inc. is an Incorporated Company under the laws of state of New York and is authorised to do business in New York state. The company does business under the assumed name of Futures Tours and Travels. On November 9, 2007, Panoramic Ace Properties Inc. has purchased 100% of the issued and outstanding common stock. 2 Significant Accounting Policies :
The financial statements have been prepared on an accrual basis and under historical cost convention and in accordance with generally accepted accounting practices in India. a) The company's functional currency is United States Dollars (US$) and these accounts have been prepared in INR. The significant accounting policies adopted by the company are detailed below: (i) Reporting Currency Translation The books of the company are maintained in US Dollar. These accounts have been prepared in Indian Rupees. The US Dollar balance as per books of the company have been converted into Indian Rupees as follows : - All the assets and liabilities including Share capital have been converted at the year end rate - All the income and expenditure items have been converted at the average month-end rate. (ii) The net difference on translation is taken in cumulative currency translation reserve & shown separately.
b) Revenue Recognition As a consistent practice, the company recognizes revenue on accrual basis. c) Fixed Assets and Depreciation On acqusition, the fixed assets except land is restated at replacement cost and the land at appraised value as per purchase method under FAS 141 on business combinations. Depreciation on plant & equipment is provided over the estimated useful life of the respective assets using the straight line and declining balance method. d) Goodwill This represents the excess of payment made to purchase the assets of Future Travels Inc. At the end of the year no impairment has been determined. e) Advances:Advances includes Rs.4,04,827/-receivable from an ex-employee for funds embezzled by him from the company and related entities. Based on his commitment to return the funds to the companies, for which necessary procedural formalities are under way, the company is confident of recovering the amount in full. 3 The Company is a wholly owned by Panoramic Ace Properties Inc. which is wholly owned subsidiary of Panoramic Universal Ltd. India. The accounts have been prepared and audited to attch with the accounts of Panoramic Universal Ltd. the Holding Company, to comply with the provisions of the Companies Act, 1956.
As per our Report of even date For H. H. Topiwala & Co.

Chartered Accountants Sd/(H. H. Topiwala) Proprietor
Sd/(Sudhir S. Moravekar)
President

H. H. TOPIWALA
B. Com, F. C. A.
Auditors report to the members of Sai Properties Inc. We have audited the attached Balance Sheet of Sai Properties Inc. (a Company incorporated in the state of North Carolina, USA) as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management and have been prepared in accordance with accounting policies as described in notes to accounts attached therein, for the purpose of consolidation with the financial statements of Panoramic Universal Ltd., the holding company. 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. These standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. M/s. Accounting Systems LLC,CPAs have done review of the accounts and issued Review Report dated 8th August, 2011 and we have also relied on the Review Report provided by them. In our opinion and to the best of our information and according to the explanations given to us and based on Review Report of M/s. Accounting Systems LLC, CPAs the said accounts give a true and fair view in conformity with the accounting policies described in notes to accounts attached therein: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.
Sai Properties Inc.

SOURCES OF FUNDS Shareholders' Funds Share Capital
25,102,000 192,214,218
24,651,000 171,440,188
Reserves & Surplus

Loan Funds Unsecured Loan
13,019,301
19,290,124
Total APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block 3
230,335,519
215,381,312
236,857,152 55,995,610 180,861,542
232,123,040 45,993,238 186,129,802
Current Assets, Loans & Advances Sundry Debtors Cash & Bank Balances Loans & Advances
4 5 6
26,418,570 2,008,834 31,598,454 60,025,858
29,033,141 3,623,652 12,966,829 45,623,623
3,482,414 1,890,135 5,372,549

54,653,309
1,966,567 12,548,614 14,515,181

31,108,442
Net Current Assets

(5,179,332)
230,335,519 -
(1,856,932)
215,381,312 -
Sai Properties Inc.

(Amt. in Rs.) Particulars Sch. Year ended 31-03-2011 Year ended 31-03-2010
INCOME
Total EXPENDITURE
89,216,164 41,645,035 47,571,129 102,552

89,318,716
91,724,196 40,937,196 50,787,000 91,724,196
Material Consumed Personnel Expenditure General & Administrative Expenditure Depreciation Interest & Financial Charges
8 9 10 3 11
Total
4,724,507 16,019,491 21,880,435 9,093,832 1,044,768

52,763,033 36,555,683
4,398,405 17,450,587 18,723,675 13,756,356 760,564

55,089,587 36,634,610
Net Profit Before Tax

Net Profit / (Loss) After Tax Prior period Adjustments Profit after Prior period Adjustments
15,781,653
20,774,030 20,774,030
15,042,770
21,591,840 277,965 21,869,805
Add: Profit/ (Loss) brought forward from Previous Year

Profit/(Loss) Carried to Balance Sheet Earnings Per Share (Equity shares with no par value)
171,440,188
192,214,218 94,427
149,570,383
171,440,188 98,145
12
As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants Sd/(H. H. Topiwala) Proprietor

Sai Properties Inc.

(Amt. in Rs.) As at 31-03-2011 SCHEDULE 1 : SHARE CAPITAL Authorised: 10,000 Equity Shares with no par value Issued, Subscribed and Paid Up: 220 Equity Shares of USD 2500 each, fully paid up As at 31-03-2010
25,102,000 25,102,000
24,651,000 24,651,000
SCHEDULE : 2 UNSECURED LOANS Others
13,019,301
13,019,301
19,290,124
19,290,124
SCHEDULE : 4 SUNDRY DEBTORS (Unsecured, Considered Goods) Over six months Others
26,418,570 26,418,570
29,033,141 29,033,141
SCHEDULE : 5 CASH & BANK BALANCES Cash in Hand Bank Balances Wachovia - Account 1084 (Maximum balance during the year Rs.11,881,668/-) Wachovia - M M S Account 9304 (Maximum balance during the year Rs.583/-) Wachovia - M M S Account 9359 (Maximum balance during the year Rs.7,928,410/-) Wachovia - Bus Ckg Fleet 9355 (Maximum balance during the year Rs.912/-) Merchant Accounts (Maximum balance during the year Rs.427,224/-)
205,369 905,060 691,068 207,337

2,008,834
329,830 848,577 583 2,017,079 359 427,224

3,623,652
SCHEDULE : 6 LOANS & ADVANCES (Unsecured, Considered Goods) Advances Recoverable in cash or kind or for Value Deposits
31,556,011 42,443 31,598,454
12,179,342 787,487 12,966,829
SCHEDULE: 7 CURRENT LIABILITIES & PROVISIONS CURRENT LIABILITIES Sundry Creditors Other Liabilites
2,075,806 1,406,607 3,482,414
1,332,812 633,755 1,966,567
PROVISIONS Provision for Taxation
1,890,135 1,890,135
5,372,549
12,548,614 12,548,614
14,515,181
Total
Sai Properties Inc.

(Amt. in Rs.) Year ended 31-03-2011 SCHEDULE : 8 MATERIALS CONSUMED Year ended 31-03-2010
Supplies
4,724,507
4,724,507
4,398,405
4,398,405
SCHEDULE : 9 PERSONNEL EXPENDITURE Salaries & Allowances Incentive 16,018,710 781 16,019,491 17,450,587 17,450,587
SCHEDULE : 10 GENERAL & ADMINISTRATIVE EXPENDITURE
Advertisement & Sales Promotion Sundry Balance W/off. Dues & Subscription Vehicle Expenses Commission / Discount Expenses Housekeeping Expenses Rent Electricity & Water Charges
Insurance Charges
2,427,449 992,515 98,758 188,027 4,712,320 1,925,297 173,365 2,426,111

1,401,962
3,123,846 159,937 163,089 3,705,707 2,926,917 291,162 2,105,645

2,967
License & Permits Miscellaneous Expenses Office Expenses Postage & Delivery Professional Fees Printing & Stationery Repairs & Maintenance: Building Machinery Others Security Charges Rate & Taxes Telephone Expense
Travelling & Conveyance
108,358 161,286 31,439 217,614 376,031 270,547 124,097 4,751,791 868,256

625,212 21,880,435
78,887 77,144 305,799 25,526 667,784 2,967 314,370 401,640 189,847 66,595 2,806,349 690,155
617,343 18,723,675
SCHEDULE : 11 INTEREST & FINANCE CHARGES Bank Service Charges
1,044,768
1,044,768
760,564
760,564
Sai Properties Inc.

SCHEDULE : 3 FIXED ASSETS (Amt. in Rs) GROSS BLOCK (At Cost) As at DESCRIPTION 01-04-2010 Additions Deduction Translation Adjustment As at 31-03-2011 As at 01-04-2010 For the year DEPRECIATION Deduction during the year Translation Adjustment As at 31-03-2011 NET BLOCK As at 31-03-2011 As at 31-03-2010
Land
40,786,200
746,200
41,532,400
41,532,400
40,786,200
Building
150,947,903
2,761,653
153,709,556
24,490,789
4,207,462
479,102
29,177,353
124,532,203
126,457,114
Furniture & Fixture
31,058,654
305,651
568,231
31,932,535
15,942,974
3,954,656
320,852
20,218,482
11,714,053
15,115,680
Office Equipments
8,164,964
149,381
8,314,345
5,248,739
659,789
100,894
6,009,422
2,304,923
2,916,225
Vebicle
181,676
181,676
36,335
268
36,603
145,073
Franchise
1,165,320
21,320
1,186,640
310,736
235,590
7,423
553,750
632,890
854,583
Total Previous Year
232,123,040 253,621,496
487,327 9,162,320
1,823,054
4,246,785 (28,837,722)
236,857,152 232,123,040
45,993,238 37,421,445
9,093,832 13,756,356
278,059
908,539 (4,906,506)
55,995,610 45,993,238
180,861,542 186,129,802
186,129,802 216,200,051
Sai Properties Inc.

1 Sai Properties, Inc is a North Carolina Corporation organised under the laws of the state of North Carolina on January 13,2004. The company is in the hospitality business and owns a motel Baymont Inn (formerly known as 'Comfort Inn') in Greensboro, North Carolina. Significant Accounting Policies : The financial statements have been prepared on an accrual basis and under historical cost convention and in accordance with generally accepted accounting practices in India. a) The company's functional currency is United States Dollars (US$) and these accounts have been prepared in INR. (i) Reporting Currency Translation The books of the company are maintained in US Dollar. These accounts have been prepared in Indian Rupees. The US Dollar balance as per books of the company have been converted into Indian Rupees as follows : - All the assets and liabilities including Share capital have been converted at the year end rate - All the income and expenditure items have been converted at the average month-end rate. (ii) The net difference on translation is taken in cumulative currency translation reserve & shown separately. Revenue Recognition As a consistent practice, the company recognises revenue on accrual basis. Fixed Assets and Depreciation Depreciation has been charged as per IRS rates prevailing in the US.
b)
c)
d) Advances:Advances includes Rs.7,990,195/-receivable from an ex-employee for funds embezzled by him from the company and related entities. Based on his commitment to return the funds to the companies, for which necessary procedural formalities are under way, the company is confident of recovering the amount in full.
The Company is a wholly owned subsidiary of Panoramic Universal Ltd. The accounts have been prepared and audited to attach with the accounts of Panoramic Universal Ltd., the Holding Company, to comply with the provisions of the Companies Act, 1956.
As per our Report of even date For H. H.Topiwala & Co. Chartered Accountants Sd/(H. H.Topiwala) Proprietor Mumbai, August 24, 2011

H. H. TOPIWALA
B. Com, F. C. A.
Flat No. 501/ C-2, Sarkar Residency, Opp. Anjirwadi, Mazgaon,
Mumbai 400 010

Auditors report to the members of Sai Motels Ltd. New Zealand. We have audited the attached Balance Sheet of Sai Motels Ltd. (a Company incorporated in Auckland, New Zealand) as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management and have been prepared in accordance with accounting policies as described in notes to accounts attached therein, for the purpose of consolidation with the financial statements of Panoramic Universal Ltd., the holding company. 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. These standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. M/s. JSA Audit, auditors of the Company have done audit of the accounts and issued audit report dated 8th June, 2011 and we have also relied on the audit report provided by them. In our opinion and to the best of our information and according to the explanations given to us and based on audit report of M/s JSA Audit, the said accounts give a true and fair view in conformity with the accounting policies described in notes to accounts attached therein: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2011; (ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date.
Sai Motels Limited

Sources of Funds
Shareholders' Funds Share Capital
43,410,852
40,301,069
Loan Funds
2
Total
44,147,654
87,558,506
40,985,089
81,286,158
Application of Funds
Fixed Assets Gross Block Less: Depreciation Net Block Capital Work -In-Progress Current Assets, Loans & Advances Cash & Bank Balances Loans & Advances Current Liabilities & Provisions Current Liabilities 3 85,024,659 19,571,986 65,452,673 136,130 75,667,993 16,346,001 59,321,992 -
4 5 6
3,254,163 103,262 3,357,425 1,421,040 1,421,040 1,936,384 16,046,263
2,560,808 26,960 2,587,767 990,601 990,601 1,597,167 17,909,190
Net Current Assets Profit and Loss Account

3,987,056
87,558,506
2,457,810
81,286,158
Sd/H. H. Topiwala Proprietor
Sd/Sudhir S. Moravekar Director
Sai Motels Limited

INCOME Income from Operations Other Income Total EXPENDITURE Material Consumed Personnel Expenditure General & Administrative Expenditure Depreciation Interest & Finance Charges Total Net Profit / (Loss) Before Tax 7 8 3 9 569,144 3,294,437 6,273,563 1,920,999 78,811 12,136,954 1,862,927 424,806 2,081,969 5,276,021 1,882,148 47,507 9,712,451 (1,814,505) 13,907,210 92,671 13,999,881 7,853,942 44,005 7,897,947
Provision for Taxation Net Profit / (Loss) After Tax Profit/ (Loss) brought forward from Previous Year Profit/(Loss) Carried to Balance Sheet Notes forming part of the Accounts and Accounting Policies 10
1,862,927 (17,909,190) (16,046,263)
(1,814,505) (16,094,685) (17,909,190)
As per our Report of even date For H. H. Topiwala & Co. Chartered Accountants Sd/H. H. Topiwala Proprietor
For and on behalf of the Board Sd/Sudhir S. Moravekar Director Mumbai, August 24, 2011
Sai Motels Limited

As at 31-03-2011 SCHEDULE : 1 SHARE CAPITAL Authorised: 12,58,665 Equity Shares of NZD 1 each Issued, Subscribed and Paid Up: 12,58,665 Equity Shares of NZD 1 each, fully paid up (Amt. in Rs.) As at 31-03-2010
43,410,852 43,410,852
40,301,069 40,301,069
SCHEDULE : 2 UNSECURED LOAN Other Companies
44,147,654 44,147,654
40,985,089 40,985,089
SCHEDULE : 4 CASH AND BANK BALANCES Bank Balances ANZ Banking Group(NZ) Ltd. -Current account (Max. balance during the year Rs.3,305,311/-)
3,254,163 3,254,163
2,560,808 2,560,808
SCHEDULE : 5 LOANS & ADVANCES Advances recoverable in cash or in kind or for value to be received GST Receivable Prepaid Expenses
17,900 8,209 77,153 103,262
6,212 20,748 26,960
SCHEDULE : 6 CURRENT LIABILITIES & PROVISIONS CURRENT LIABILITIES Sundry Creditors (Trade & Other Payables) Other Liabilities (Finance Lease) G.S.T. Payable Accounts Payable
431,223 7,657 982,160 1,421,040
251,028 175,271 170,853 393,448 990,601
Sai Motels Limited

Year ended 31-03-2011 SCHEDULE : 7 PERSONNEL EXPENDITURE Wages (Amt. in Rs.) Year ended 31-03-2010
3,294,437 3,294,437
2,081,969 2,081,969
SCHEDULE : 8 GENERAL & ADMINISTRATIVE EXPENDITURE ACC Expenses Accountancy Fees Advertising Expenses Audit Fees Computer expenses Fuel General expenses Insurance Charges Kivi Saver (Labour Charges) Legal & Professional fees Management Fees Office Supplies Power (Electricity) Printing & Stationery Rates Rent Repairs & maintenance: Building Machinery Others Membership & Subscriptions Telephone Expenses Vehicle Expenses
23,404 566,547 529,924 151,754 59,015 19,391 152,900 209,724 23,235 688,827 28,631 958,375 1,032,566 61,814 701,540 59,858 144,537 390,513 400,124 70,886 6,273,563
32,655 272,394 472,183 136,035 3,210 310,984 223,428 9,242 15,792 272,394 17,835 589,507 24,742 849,644 264,320 726,774 128,771 70,660 378,790 450,489 26,169 5,276,021
SCHEDULE 9 : INTEREST & FINANCE CHARGES Bank charges
78,811 78,811
47,507 47,507
Sai Motels Limited

SCHEDULE : 3 FIXED ASSETS GROSS BLOCK (At Cost) Additions Deductions Translation Adjustment DEPRECIATION Deduction Translation during the year Adjustment (Amt. in Rs.) NET BLOCK As at As at 31-03-2011 31-03-2010
DESCRIPTION
As at 01-04-2010
As at 31-03-2011
As at 01-04-2010
For the year
As at 31-03-2011
Land Building Plant & Machinery Motor Car

Office Equipment & Furniture & Fixtures Total Previous Year
33,643,027 40,719,460 308,022 345,676
3,311,898 -
2,596,023 3,142,068 23,768 26,674
36,239,050 47,173,426 331,790 372,350
15,484,276 205,689 230,088
1,737,748 17,806 36,488
1,234,327 16,277 18,584
18,456,351 239,772 285,160
36,239,050 28,717,076 92,018 87,190
33,643,027 25,235,184 102,332 115,588
651,809 75,667,993 69,283,730
205,937 3,517,836 243,888
50,296 5,838,829 6,140,374
908,042 85,024,659 75,667,993
425,947 16,346,001 13,308,138
128,957 1,920,999 1,882,148
35,799 1,304,987 1,155,714
590,703 19,571,986 16,346,001
317,339 65,452,673 59,321,992
225,861 59,321,992 55,975,592
Sai Motels Limited

1 Significant Accounting Policies: a Statement of Compliance and Basis of Preparation The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ GAAP), applying the Framework for Differential Reporting for entities adopting the New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), and its interpretations as appropriate to profit-oriented entities that qualify for and apply differential reporting concessions. The company is a profit-oriented entity. b Method of Accounting The company is registered in Auckland, New Zealand under the Companies Act 1993. The financial statements have been prepared in accordance with the reporting requirements of section 12 of the Financial Reporting Act 1993. The company qualifies for differential reporting exemptions based on the following criteria: It is not publicly accountable and It is not large as defined in the framework for differential reporting. The company has adopted all available differential reporting exemptions except for FR9 in relation to disclosure of interest and other revenue. c Revenue Recognition Accounting principles recognised as appropriate for the measurement and reporting of earnings and financial position on an historical cost basis are followed by the company. d Conversion to Indian Rupees (i) Reporting Currency Translation The books of the company are maintained in NZ Dollar. These accounts have been prepared in Indian Rupees. The NZ Dollar balance as per books of the company have been converted into Indian Rupees as follows: - All the assets and liabilities including Share capital have been converted at the year end rate - All the income and expenditure items have been converted at the average month-end rate. The net difference on translation is taken in cumulative currency translation reserve & shown separately. e Fixed Assets and Depreciation Fixed assets are stated at cost or valuation less, aggregate depreciation , which has been calculated using the maximum rates permitted by the Income Tax Act, 2007. f Taxation Expenses Taxation expense charged against the operating surplus is the estimated total taxation, as calculated in the company's taxation return to the Inland Revenue Department. g Goods and Service Tax The statement of financial performance has been prepared on a GST exclusive basis. All items in the Balance Sheet are stated exclusive of GST with the exception of receivable and payable which include GST. h Accounts Receivable Accounts receivable are stated at estimated realisable value after providing against debt for which collection is considered doubtful. i Accounts Payable Trade payables and other accounts payable are recognized when the Company becomes obliged to make future paymnets resulting from the purchase of goods and services. j Comparative Amounts Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures. 2 There have been no changes in accouting policies. All policies have been applied on based consistent with those used in previous years. The Company is a wholly owned subsidiary of Panoramic Universal Ltd. India. The accounts have been prepared and audited to attach with the accounts of Panoramic Universal Ltd., the Holding Company, to comply with the provisions of the Companies Act, 1956.
Sd/H. H. Topiwala Proprietor
Sd/Sudhir S. Moravekar Director

Annual Accounts of Subsidiary Companies As On 31.3.2011

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Annual Accounts of Subsidiary Companies As On 31.3.2011

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H. H. TOPIWALA & CO.

Mumbai August 24, 2011

H. H. TOPIWALA & CO.

H. H. TOPIWALA & CO.

Mumbai August 24, 2011

Panoramic Holidays Ltd.

4,111,206 527,997 3,583,209 300,000

1,290,048 176,355 1,113,693 300,000

29,574,998 1,802,066 2,031,322 33,408,386

3,462,324 169,587 26,584 3,658,495

7 49,634,954 49,634,954 (16,226,568) 10,547,516 10,547,516 (6,889,021)

Total Notes forming part of the Accounts and Accounting Policies 13

For and on behalf of the Board

(H. H. Topiwala) Proprietor

Sd/(Usha Tari) Director

Mumbai, 24th August, 2011

Mumbai, 24th August, 2011

Panoramic Holidays Ltd.

Balance of Profit & Loss Account

13 For and on behalf of the Board

Sd/(Usha Tari) Director

Mumbai, 24th August, 2011

Panoramic Holidays Ltd.

SCHEDULE : 2 UNSECURED LOAN From Other Companies

8,080,300 21,494,699 29,574,998.13

1,291,216 2,171,108 3,462,324

141,115 1,660,951 1,802,066

453,988 1,436,000 141,334 2,031,322

1,158,636 34,368 48,441,950 49,634,954

1,266,630 36,165 9,244,721

10,044 20,800 30,844

Panoramic Holidays Ltd.

10,815,714 18,312 120,981 10,955,007

8,602,270 21,534 9,300

SCHEDULE : 11 INTEREST & FINANCIAL EXP. Bank Charges

5,022 10,400 15,422

5,022 10,400 15,422

Panoramic Holidays Ltd.

46,342 59,625 226,601 1,290,048 800,098

243,334 247,526 137,623 736,010 2,821,158 489,950

46,342 302,959 474,127 137,623 736,010 4,111,206 1,290,048

2,846 4,901 13,731

2,195 10,860 14,450 12,851 66,769

5,041 15,761 28,181 12,851 66,769 527,997 176,355

41,301 287,198 445,946 124,772 669,241 3,583,209 1,113,693

43,496 54,724 212,870 1,113,693 779,351

Panoramic Holidays Ltd.

Rs. NIL Rs. NIL Rs. NIL

333,316 379,375 412,369 220,025

121,039 278,372 66,000 47,000 21,640

Panoramic Holidays Ltd.

(19,896,894) 50,000 Rs.10/(397.94)

(13,882,284) 50,000 Rs.10/(277.65)

For and on behalf of the Board

(H. H. Topiwala) Proprietor Membership No . 38660 Mumbai, 24th August, 2011

(Viidyaa Moravekar) Director

(Usha Tari) Director

Mumbai, 24th August, 2011

Panoramic Holidays Ltd.

NIL NIL NIL NIL

500 NIL NIL 24,255

3,583 300 (16,227) 31 37,068

4,674 24,571 (19,897) (19,897) (397.94) NIL