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Directors Report of Peninsula Land Ltd.

Mar 31, 2015

Dear members

1. The Directors have pleasure in presenting their 143rd Annual Report and the Audited Accounts for the year ended March 31, 2015 together with the Auditor's Report thereon.

2. Financial Results

(Rs. in Crores)

For the year For the year Particulars ended ended March 31, March 31,

2015 2014

Total Income 294.03 372.37

Profitbeforetax (18.47) 50.10

Less : Tax (12715) 0.96

ProfitafterTax (6.32) 49.14

Profit Brought Forward from Previous Year 716.68 728.87

Net Profit available for appropriation 710.36 778.01

Appropriation :

Less :

- Transfer to General Reserve - 0.00 3.68

- Transfer to Debenture Redemption Reserve 82.78 49.14

- Proposed Dividend on Preference Shares* 0.00 0.00

- Proposed Dividend on Equity Shares 8.38 11.17

- Distribution Tax Thereon 1.71 1.90

- Short Depreciation as per new Companies Act, 2013 Net of tax (Refer para (3)(A) of Note 23) 0.85 -

- Corporate Social Responsibility (U/s 135 - CSR Activity) 2.02 -

Add :

- Excess Dividend Provision Reversed 0.02 -

- Recoupment of Debenture Redemption Reserve 38.99 4.56

- Profit carried to the Balance Sheet 653.63 716.68

* Proposed Dividend on Preference Shares is Rs. 500/-

3. Operations of the Company

On a Standalone basis the Income from Operations for the year ended March 31, 2015 stood at Rs. 294.03 crore as against Rs. 372.37 crore for the corresponding year ended March 31, 2014. The Company incurred a loss from ordinary activities before tax of Rs. 18.47 crore for the year ended March 31,2015 as against profit of Rs. 50.10 crore for the year ended March 31,2014. After providing for extraordinary / prior period items and tax, the Company reported a net loss of Rs. 6.32 crore for the year ended March 31, 2015 as against profit of Rs. 49.14 crore for the year ended March 31,2014.

On a Consolidated basis the Income from Operations for the year ended March 31, 2015 was Rs. 302.92 crore as against Rs. 385.01 crore for the corresponding year ended March 31, 2014. The Company incurred a loss from ordinary activities before tax of Rs. 22.86 crore for the year ended March 31, 2015 as against profit of Rs. 45.63 crore for the year ended March 31,2014. After providing for extraordinary / prior period items and tax, the Company reported a net loss of Rs. 8.55 crore for the year ended March 31, 2015 as against profit of Rs. 41.83 crore for the year ended March 31,2014.

4. Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 55.90 Crore. During the year under review, the Company has neither issued any shares nor granted stock options nor sweat equity.

5. Debenture

During the year, the Non-Convertible Debentures aggregating to Rs. 555.00 crore (Rs. Five Hundred and Fifty Five Crore) were issued on private placement basis and the same were listed on BSE Ltd. and Non- Convertible debentures aggregating to Rs. 155.95 crore were redeemed.

6. Dividend

Preference Shares

The Board of Directors have recommended dividend of Re. 0.50/- per Preference Share of Rs. 10/- each for the year ended March 31,2015.

Equity Shares

The Board of Directors have recommended dividend of Re. 0.30/- per Equity Share of Rs. 2/- each for the year ended March 31, 2015.

7. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note nos. 10, 12 and 16 to the Standalone Financial Statements.

8. State of Company's Affairs Business Review

The details of the Company's affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report.

9. Corporate Social Responsibility

Corporate Social Responsibility has been an integral part of the way in which your company does business. Your Company has made conscious efforts to involve communities in its development journey and has received appreciations from the stakeholders, which gives a sense of pride and an encouragement to continue this resolve further and better. In view of the less than expected performance and on the recommendation of the CSR Committee, the Company has allocated an amount of Rs. 2.02 crore as against Rs. 3.00 crore as mandated by the Companies Act, 2013 and the Rules made thereunder.

In accordance with the provisions of section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, an Annual report on the CSR activities of the Company alongwith the CSR initiatives undertaken during the financial year 2014-15 is enclosed to this report as "Annexure-A1".

10. Business Risk Management

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee (RMC). The details of Committee and its terms of reference are set out in the Corporate Governance Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on the Company's business.

11. Internal Control Systems and their Adequacy

The Company has an internal financial control system that commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluated the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

12. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this report. The said policy is posted on the Company's website www.peninsula.co.in

13. Subsidiary Companies

The Company has 27 (Twenty Seven) subsidiary companies (including direct and step-down subsidiary companies) 3 (Three) Joint Venture companies and 3 (Three) Associates.

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding financial year or has generated 20% of the consolidated income of the Company during the previous financial year. A policy on material subsidiaries has been formulated by the Company and posted on the website of the Company at http://www.peninsula.co.in.

Renato Finance & Investments Pvt. Ltd. and Flaxo Real Estate Pvt. Ltd. have ceased to be subsidiaries of the Company during the period under review.

A statement containing the salient feature of the financial statements of Company's aforesaid subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this report as "Annexure -A2".

The Company will make available the Financial Statementsof the Subsidiary Companies / step-down Subsidiary Companies, Joint Ventures and Associates (collectively referred as "Subsidiaries") and the related information to any member of the Company who may be interested in obtaining the same. The Financial Statements of the Subsidiaries will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary/ step-down Subsidiary Companies. The Consolidated Financial Statements of the Company include the financial results of its Subsidiaries.

The Annual Report will also be displayed on Company's website www.peninsula.co.in.

14. Directors / Key Managerial Personnel

Dr. Ajay Dua, Ms. Bhavna Doshi, Lt. Gen. Deepak Summanwar, Mr. Pradipta Mohapatra, and Mr. Sudhindar Khanna, were appointed as Independent Directors of the Company at the Annual General Meeting (AGM) of the Company held on September 27, 2014 for a period of 5 years w.e.f. September 27, 2014. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Amitabha Ghosh and Mr. Jaydev Mody ceased to be Directors during the year ended March 31,2015. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by them during their tenure with the Company.

The Company has complied with the requirement of having Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. D.M. Popat (DIN: 00057345) who is retiring by rotation at this Annual General Meeting (AGM) has not sought reappointment. It is proposed not to fill up the vacancy thereby caused.

Ms. Urvi A. Piramal (DIN: 00044954) was appointed as an Executive Chairperson of the Company by the shareholders at the AGM of the Company held on August 5, 2010. She has not sought re-appointment as wholetime director of the Company. However she would like to continue as non-executive chairperson of the Company. The Board places on records its sincere appreciation for the invaluable services rendered by Ms. Urvi A. Piramal as Executive Chairperson of the Company.

Mr. Rajeev A. Piramal (DIN: 00044983) was appointed as Vice Chairman and Managing Director of the Company by the shareholders at the AGM of the Company held on August 5, 2010. His tenure, as Vice Chairman and Managing Director, will expire on October 26, 2015. As recommended by NRC the Board has recommended his reappointment as Vice Chairman and Managing Director for a further period of five years with effect from October 27, 2015 on the remuneration and terms and conditions mentioned in the notice of the AGM.

Mr. Mahesh S. Gupta (DIN: 00046810) was appointed as Group Managing Director by the shareholders at the AGM of the Company held on August 5, 2010. His tenure, as Group Managing Director, will expire on October 26, 2015. As recommended by NRC the Board has recommended his reappointment as Group Managing Director for a further period of five years with effect from October 27, 2015 on the remuneration and terms and conditions mentioned in the notice of the AGM.

None of aforesaid executive Directors viz. Ms. Urvi A. Piramal, Mr. Rajeev A. Piramal and Mr. Mahesh S. Gupta has received any remuneration from any of its subsidiaries.

Your Directors recommend the re-appointment of Mr. Rajeev A. Piramal as Vice Chairman and Managing Director of the Company and Mr. Mahesh S. Gupta as Group Managing Director.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the individual directors as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17. Meetings

During the year five Board Meetings were convened and held, the details of which are given more specifically in the Corporate Governance Report.

18. Committees of the Board

During the year, the Board has constituted some new Committees and also re-constituted some of its existing Committees in accordance with the Companies Act, 2013 and the listing agreement.

The details of all the Committees of the Board including the Audit Committee, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report.

19. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) your Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and its loss for the year ended on that date;

iii) your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors had prepared the Annual Accounts for the year ended March 31, 2015 on a going concern basis;

v) the Directors had laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approvals of the Audit Committee were obtained for the transactions of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at http://www.peninsula. co.in. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

21. Fixed Deposits

Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the year under review.

22. Auditors

a) Statutory Auditors

The Statutory Auditors, M/s. Haribhakti & Co LLP, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re- appointment within the meaning of the said Act. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends their reappointment as Auditors to audit the accounts of the Company for the financial year 2015-2016

The Auditor's report on the Standalone Financial Statement of the company for the finanacial year 2014-2015, does not contain any qualifications, reservations or adverse remark. The matters emphasized by the auditors in their report are self- explantaory.

With respect to the Auditor's qualifications on the Consolidated Financial Statement of the Company, the impact of non-consolidation of Financial Statement of an Associate is insignificant. The matters emphasized by the auditors in their report are self- explanatory.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dhrumil M. Shah & Co., Company Secretary in practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed herewith as "Annexure-A3".

There were no qualifications, reservations, adverse remarks or disclaimers in the report of Secretarial Auditors of the Company.

23. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance issued by Mr. Nilesh G. Shah, Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-A4" to this report.

25. Particulars of Employees

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars mentioned in Rule 5 of the said Rule which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company secretary in advance.

26. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.

27. Foreign Exchange earnings and outgo

There were no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under section 134 (3) (m) of Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Para 20 of Note 23 ofthe financial Statements.

28. Significant and Material Orders

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the year March 31,2015 impacting the going concern status and company's operations in future.

29. Prevention of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for redressal.

30. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders, debentureholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal Chairperson

Mumbai : May 9, 2015


Mar 31, 2014

Dear Shareholders,

1. The Directors have pleasure in presenting their 142nd Annual Report and the Audited Accounts for the year ended 31st March, 2014 together with the Auditor''s Report thereon.

2. Financial Results

(Rs. in Crores)

Particulars For the year ended 31st For the year ended 31st March, 2013 March, 2013

Total Income 372.37 849.82

Profit before tax 50.10 216.82

Less : Tax 0.96 19.87

Profit after Tax 49.14 196.95

Profit Brought 728.87 640.67 Forward from Previous Year

Net Profit 778.01 837.62 available for appropriation

Appropriation :

Transfer to 3.68 27.60 General Reserve

Transfer to 49.14 32.15 Debenture Redemption Reserve

Proposed Dividend 0.00 0.00 on Preference Shares*

Proposed Dividend 11.17 41.88 on Equity Shares

Distribution Tax 1.90 7.12 Thereon

Recoupment of Debenture 4.56 - Redemption Reserve

Profit carried to the 716.68 728.87 Balance Sheet

*Proposed Dividend on Preference Shares is Rs. 10,000/-

3. Dividend

Preference Shares

The Board of Directors have recommended dividend of Re.0.50/- per Preference Share of Rs. 10/- each for the year ended 31st March, 2014.

Equity Shares

The Board of Directors have recommended dividend of Re. 0.40/- per Equity Share of Rs. 2/- each for the year ended 31st March, 2014.

4. Operations of the Company

During the year ended 31st March, 2014, your Company has earned revenue of Rs. 372.37 crores as compared to Rs. 849.82 crores for the previous year ended 31st March, 2013. Profit after Tax was Rs. 49.14 crores as against Rs. 196.95 crores in the previous year ended 31st March, 2013. The details of the operations and projects are more specifically given in the Management Discussion and Analysis Report, which is appended to this report, as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

5. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance issued by M/s. Nilesh G. Shah, Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certificate which entitles the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, Companies Act, 2013 to the extent applicable, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.

6. Directors

During the year, Mr. Chandrakant Muralidhar Hattangadi ceased to be the Director of the Company with effect from 12th August, 2013. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company

The Board of Directors at its meeting held on 31s* July, 2014 appointed Mr. Pradipta Mohapatra as an Additional and Independent Director of the Company. He will hold office upto the date of ensuing Annual General Meeting. In accordance with the provisions of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement it is proposed to appoint the Mr. Pradipta Mohapatra (holding DIN 00066239), Ms. Bhavna Doshi (holding DIN 00400508), Mr. Sudhindar Khanna (holding DIN 01529178), Lt. Gen. Deepak Summanwar (holding DIN 02017830), and Dr. Ajay Dua (holding DIN 02318948) as Independent Directors of the Company for a period of 5 (five) consecutive years w.e.f. conclusion of 142nd Annual General Meeting of the Company. The Independent Directors will not be liable to retire by rotation. The Company has received notices in writing from members proposing the appointment of the Independent Directors of the Company for the office of Director, subject to shareholders'' approval to be obtained at the ensuing 142nd Annual General Meeting of the Company.

Mr. Jaydev Mody, Director of the Company, who is retiring by rotation at the 142nd Annual General Meeting has not sought re-appointment. It is proposed not to fill up the vacancy thereby caused.

7. Merger and De-merger of Subsidiary Companies

The Honourable High Court of judicature at Bombay approved the Composite Scheme of Arrangement and Amalgamation (De-merger and Amalgamation) (''Scheme'') of the Company and its below mentioned wholly owned subsidiaries.

Merger of :-

* City Parks Private Limited (Amalgamating Company);

* RR Mega Property Developers Private Limited (Amalgamating Company);

* Wismore Real Estate Private Limited (Amalgamating Company); and

Demerger of Real Estate undertaking of: -

Peninsula Mega Township Developers Limited (Demerged Company).

8. Auditors

The Statutory Auditors, M/s. Haribhakti & Co LLP., retire at this Annual General Meeting and are eligible for reappointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2014 - 2015.

The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of the said Act.

9. Corporate Social Responsibilities

For details on Corporate Social Responsibility, please refer to Point No. 8.7 of the Corporate Governance Report Section of the Annual Report.

10. Particulars of Employees

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 are required to be annexed to the Directors'' Report. Having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

11. Subsidiary Companies

The Company has 7 Subsidiary Companies and 15 step-down Subsidiary Companies, names of which have been entitled below:

1) Peninsula Holdings and Investments Private Limited

2) Peninsula Mega Properties Private Limited

3) Renato Finance & Investments Private Limited

4) Peninsula Crossroads Private Limited

5) Peninsula Mega Township Developers Limited

6) Goodtime Real Estate Development Private Limited

7) Pavurotti Real Estate Private Limited (Formerly known as Pavurotti Finance and Investments Private Limited)

(a) Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies:-

(i) Inox Mercantile Company Private Limited

(ii) Peninsula Facility Management Services Limited

(iii) Peninsula Investment Management Company Limited

(iv) Peninsula Pharma Research Centre Private Limited

(v) Peninsula Trustee Limited

(vi) Planetview Mercantile Company Private Limited

(vii) RR Real Estate Development Private Limited

(viii) Takenow Property Developers Private Limited

(ix) Peninsula Real Estate Management Private Limited

(x) Peninsula Integrated Land Developers Private Limited.

(xi) Peninsula Mega-City Development Private Limited

(xii) Flaxo Real Estate Private Limited

(xiii) HEM Infrastructure and Property Developers Private Limited.

(xiv) Sketch Real Estate Private Limited

(xv) Midland Township Development Private Limited

Details of the significant operational Subsidiary / Step-down Subsidiary Companies are as under:

1. Goodtime Real Estate Development Private Limited ("GREDPL") GREDPL acquired in May 2014, a land admeasuring approx. 4.94 Acres costing Rs. 650 Crores, near Byculla, Mumbai for Residential Project. Your company owns 57.26% of the stake in GREDPL and the remaining stake of 42.74% is held by investors, PREI - Fund. During the year under review the total revenue earned was Rs. 1.78 Crores.

2. Peninsula Crossroads Private Limited (formerly known as L&T Crossroads Private Limited ("Peninsula Crossroads")

Peninsula Crossroads'' total revenue was Rs. 3.48 crores as against the previous year''s revenue of Rs. 4.13 croress. The profit after tax for the current year was Rs. 1.71 crores as against Rs. 2.04 crores for the previous year.

3. Peninsula Facility Management Services Limited ("PFMS")

PFMS is into the business of Facility Management Services. During the year ended 31st March 2014, PFMS earned total revenue of Rs. 3.97 crores and profit after tax of Rs.1.46 crores as against the total revenue of Rs. 40.83 crores and profit of Rs. 1.90 crores for the previous year. Upto 31st March, 2013 PFMS followed the practice of billing directly to occupants. From April 2013, CBRE South Asia Pvt Ltd (CBRE) was appointed to provide the facility management services to the occupants, vide a tripartite agreement between your Company, PFMS and CBRE. Accordingly from April 2013 onwards, CBRE is responsible for billing the occupants. The role of PFMS is restricted to overall co-ordination and overseeing of the maintenance activity carried out by CBRE. For this, PFMS is entitled to a share (30%) of the Facility Management fees charged by CBRE. As a result of the above change in the business and operational model from April 2013, the value of services provided by PFMS has reduced as compare to earlier financial year.

4. Peninsula Investment Management Company Limited ("PIMCL")

PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to the Peninsula Realty Fund. During the year ended 31st March, 2014, PIMCL earned total revenue of Rs. 3.80 crores and profit of Rs. 2.10 crores as against the total revenue and profit of Rs. 3.92 crores and Rs. 2.20 crores respectively for the previous year.

5. Peninsula Mega Township Developers Limited ("PMTDL")

Pursuant to the Demerger of Real Estate undertaking from PMTDPL into the Company as stated above, the project at Nashik named Ashok Astoria has been transferred to your Company.

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary / step-down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies / step-down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies / step-down Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary / step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary / step-down Subsidiary Companies.

The Annual Report will also be displayed on our website www.peninsula.co.in.

6. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and its profit for the year ended on that date;

iii) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

7. Employee Stock Option Scheme

During the year under review, the Company has not granted any options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines - 1999 are attached herewith and marked as Annexure A.

Presently, there are no outstanding options pending for exercise and the Company does not intend to grant any more options under the said scheme. In view of the same, the Board of Directors feels that the Scheme is ineffective and hence your board has recommended to terminate the "Peninsula Land Limited - Stock Option Plan 2006".

8. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, provisions of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

9. Foreign Exchange earning and outgo

There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Para 24 and 25 of Note No.23 of Notes forming part of the financial Statements.

10. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal Chairperson

Mumbai: Date: 31st July, 2014


Mar 31, 2013

Dear Shareholders,

1. The Directors have pleasure in presenting their 141st Annual Report and the Audited Accounts for the year ended 31st March, 2013 together with the Auditor''s Report thereon.

2. Financial Results Rs. in crores

Particulars For the year For the year ended 31st ended 31st March, 2013 March, 2012

Total Income 849.82 644.43

Profit before tax 216.82 182.36

Less : Tax 19.87 25.47

Profit after Tax 196.95 156.89

Profit Brought Forward from 640.67 549.47

Previous Year

Net Profit available for 837.62 706.36 appropriation

Appropriation :

Transfer to General Reserve 27.60 30.00

Transfer to Debenture 32.15

Redemption Reserve

Proposed Dividend on 0.00 0.00

Preference Shares

Proposed Dividend on Equity 41.88 30.71

Shares

Distribution Tax Thereon 7.12 4.98

Profit carried to the Balance

Sheet 728.87 640.67



3. Dividend

Preference Shares

The Board of Directors have recommended dividend of Rs. 0.50/- per Preference Share of Rs. 10/- each for the year ended 31st March, 2013.

Equity Shares

The Board of Directors have recommended dividend of Rs. 1.50/-per Equity Share of Rs. 2/- each for the year ended 31st March, 2013.

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of these dividend payments together with distribution tax will be Rs. 49 Crores

4. Operations of the Company

During the year ended 31st March, 2013, the Company has earned revenue of Rs. 849.82 crores as compared to Rs. 644.43 crores for the previous year ended 31st March, 2012. Profit after Tax was Rs.196.95 crores as against Rs. 156.89 crores in the previous year ended 31st March, 2012.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certificate which entitles the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.

7. Directorate

During the year, Mr Rajesh Jaggi ceased to be the Managing Director and Director of the Company with effect from 31st October, 2012. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company.

The Board of Directors at its meeting held on 19th October, 2012 appointed Dr. Ajay Dua as an Additional Director of the Company. He will hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from a member proposing the candidature of Dr. Ajay Dua for the office of Director, liable to retire by rotation, subject to shareholders'' approval.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D M Popat, Mr. Amitabha Ghosh and Lt. Gen. Deepak Summanwar, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment, which the Board recommends.

Mr. Rajeev A. Piramal is being re-designated as the Vice Chairman and Managing Director of the Company w.e.f. 31st October, 2012 till the balance of his tenure,

i.e. till 25th October, 2015, subject to shareholders'' approval.

Your directors recommended the above appointment /re-appointment for your approval in the ensuing Annual General Meeting.

8. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2013- 2014.

The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

9. Corporate Social Responsibilities

For details on Corporate Social Responsibility, please refer to Point No. 8.7 of the Corporate Governance Report Section of the Annual Report.

10. Particulars of Employees

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 are required to be annexed to the Directors'' Report. Having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

11. Subsidiary Companies

The Company has 4 Subsidiary Companies and 19 step-down Subsidiary Companies, names of which have been entitled below:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Renato Finance and Investments Private Limited

4. Peninsula Crossroads Private Limited

Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies:-

(i) City Parks Private Limited

(ii) Goodtime Real Estate Development Private Limited

(iii) Inox Mercantile Company Private Limited

(iv) Peninsula Facility Management Services Limited

(v) Peninsula Investment Management Company Limited

(vi) Peninsula Mega-City Development Private Limited

(vii) Peninsula Mega Township Developers Private Limited

(viii) Peninsula Pharma Research Centre Private Limited

(ix) Peninsula Real Estate Management Private Limited

(x) Peninsula Trustee Limited

(xi) Planetview Mercantile Company Private Limited

(xii) RR Mega Property Developers Private Limited

(xiii) RR Real Estate Development Private Limited

(xiv) Takenow Property Developers Private Limited

(xv) Flaxo Real Estate Pvt Ltd

(xvi) Wismore Real Estate Pvt Ltd

(xvii) Peninsula Integrated Land Developers Private Limited.

(xviii) Pavurotti Finance And Investments Private Limited

(xix) HEM Infrastructure and Property Developers Pvt Limited.

Details of the significant operational Subsidiary / Step-

down Subsidiary Companies are as under:

1. Peninsula Crossroads Private Limited (formerly known as L&T Crossroads Private Limited ("Peninsula Crossroads")

Peninsula Crossroads'' total revenue was Rs. 4.13 crores as against the previous year''s revenue of Rs. 4.50 crores. The profit after tax for the current year was Rs. 2.03 crores as against Rs. 1.83 crores for the previous year.

2. Peninsula Facility Management Services Limited ("PFMS")

PFMS is into the business of Facility Management Services. During the year ended 31st March 2013, PFMS earned total revenue of Rs. 40.84 crores and profit after tax of Rs. 1.91 crores as against the total revenue of Rs. 33.15 crores and profit of Rs. 1.67 crores for the previous year.

3. Peninsula Investment Management Company Limited ("PIMCL'')

PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to the Peninsula Realty Fund. During the year ended 31st March, 2013, PIMCL earned total revenue of Rs. 3.92 crores and profit of Rs. 2.20 crores as against the total revenue and profit of Rs. 4.20 crores and Rs. 1.51 crores respectively for the previous year.

4. Peninsula Mega Township Developers Private Limited ("PMTDPL'')

PMTDPL in into real estate development and is presently engaged in the development of its project at Nashik named Ashok Astoria. The project comprises of Residential Apartment buildings, Town houses, row houses and amenity buildings aggregating to around 5.88 lac sq feet. Till 31st March 2013, the Company achieved 56% project completion and also sold around 44% of the saleable area for Rs. 86.76 crores. Accordingly, PMTDPL recognized total revenue of Rs. 31.88 crores and posted an operating loss Rs. 7.05 crores as against the total revenue and loss of Rs. 17.08 crores and Rs. 5.40 crores respectively for the previous year. The interim loss during the current year was attributable largely due to lower sales realization at launch stage which is expected to be re-couped from future sales at better rates.

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary / step-down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies / step- down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies / step-down Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary / step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary / step-down Subsidiary Companies.

The Annual Report will also be displayed on our website www.peninsula.co.in.

12. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and its profit for the year ended on that date;

iii) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2013 on a going concern basis.

13. Employee Stock Option Scheme

During the year under review, the Company has not granted any options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines - 1999 are attached herewith and marked as Annexure A.

14. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

15. Foreign Exchange earning and outgo

There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Para Nos. 18 & 19 of Note No. 23 Notes forming part of the financial Satements.

16. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal

Chairperson

Mumbai : 27th May, 2013


Mar 31, 2012

1. The Directors have pleasure in presenting their 140th Annual Report and the Audited Accounts for the year ended 31st March, 2012 together with the Auditor's Report thereon.

2. Financial Results

(Rs in Crores)

For the For the Particulars year ended year ended 31st March 31st March 2012 2011

Total Income 618.83 611.05

Profit Before Tax 182.36 302.51

Less : Tax 25.47 56.73

Profit after Tax 156.89 245.78

Balance of Profit and Loss 549.46 408.84

Statement Previous Year

Net Profit available for 706.35 654.62

appropriation

Appropriation :

Transfer to General Reserve 30.00 50.00

Proposed Dividend on 0 0

Preference Shares

Proposed Dividend on 30.71 47.46

Equity Shares

Distribution Tax Thereon 4.98 7.70

Balance of Profit and Loss 640.66 549.46

Statement

3. Dividend Preference Shares

The Board of Directors have recommended dividend of Rs 0.50/- per Preference Share of Rs 10/- each for the year ended 31st March, 2012.

Equity Shares

The Board of Directors have recommended dividend of Rs 1.10/- per Equity Share of Rs 2/- each for the year ended 31st March, 2012.

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of these dividend payments together with distribution tax will be Rs 35.69 crores.

4. Operations of the Company

During the year ended 31st March, 2012, the Company has earned revenue of Rs 618.83 crores as compared to Rs 611.05 crores for the previous year ended 31st March, 2011. Profit after Tax was Rs156.89 crores as against Rs 245.78 crores in the previous year ended 31st March, 2011.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance from M/s. Nilesh G. Shah, Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practicing Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certificate which entails the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.

7. Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jaydev Mody, Mr. C. M Hattangdi and Mr. Sudhindar Khanna Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

8. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re- appointment. The Board recommends their re- appointment as Auditors to audit the accounts of the Company for the financial year 2012- 2013.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

9. Particulars of Employees

The Directors acknowledge with thanks the contribution made by employees towards the growth of the Company and appreciate their unstinted co- operation and support to the Management.

Any member interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Office of the Company.

10. Subsidiary Companies

The Company has 4 Subsidiary Companies and 19 step-down Subsidiary Companies, names of which have been entailed below:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Renato Finance & Investments Private Limited

4. Peninsula Crossroads Private Limited

Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies:

(i) City Parks Private Limited

(ii) Goodtime Real Estate Development Private Limited

(iii) Inox Mercantile Company Private Limited

(iv) Peninsula Facility Management Services Limited

(v) Peninsula Investment Management Company Limited

(vi) Peninsula Mega-City Development Private Limited

(vii) Peninsula Mega Township Developers Private Limited

(viii) Peninsula Pharma Research Centre Private Limited

(ix) Peninsula Real Estate Management Private Limited

(x) Peninsula Trustee Limited

(xi) Planet view Mercantile Company Private Limited

(xii) RR Mega Property Developers Private Limited

(xiii) RR Real Estate Development Private Limited

(xiv) Takenow Property Developers Private Limited

(xv) Flaxo Real Estate Private Limited

(xvi) Wismore Real Estate Private Limited

(xvii) Bridgeview Real Estate Development Private Limited

(xviii) Pavurotti Finance And Investments Private Limited

(xix) HEM Infrastructure and Property Developers Private Limited

Details of the significant operational Subsidiary / Step- down Subsidiary Companies are as under:

i. Peninsula Crossroads Private Limited ("Peninsula Crossroads")

Peninsula Crossroads total revenue was Rs 4.50 crores as against the previous yearRss revenue of Rs 5.39 crores. The profit after tax for the current year was Rs 1.83 crores as against Rs 3.65 crores for the previous year.

ii. Peninsula Facility Management Services Limited ("PFMS")

PFMS is into the business of Facility Management Services. During the year ended 31st March 2012, PFMS earned total revenue of Rs 33.15 crores and profit after tax of Rs 1.67 crores as against the total revenue of Rs 20.68 crores and profit of Rs 0.16 crores for the previous year.

iii. Peninsula Investment Management Company Limited ("PIMCL")

PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to the Peninsula Realty Fund. During the year ended 31st March, 2012, PIMCL earned total revenue of Rs 4.20 crores and profit of Rs 1.52 crores as against the total revenue and profit of Rs 3.68 crores and Rs 1.08 crores respectively for the previous year.

iv. Peninsula Mega Township Developers Private Limited ("PMTDPL")

PMTDPL in into real estate development and is presently engaged in the development of its project at Nashik named Ashok Astoria. The project comprises of Residential Apartment buildings, Town houses, row houses and amenity buildings aggregating to around 5.88 lac sq. feet till 31st March 2012. During the year, the Company achieved 34% project completion and also sold around 27% of the saleable area for Rs 50.19 crores. Accordingly, PMTDPL recognized total revenue of Rs 17.07 crores and posted an operating loss of Rs 5.40 crores as against the total revenue and losses of Rs Nil and Rs 0.58 crores respectively for the previous year. The interim loss during the current year was attributable largely due to lower sales realization at launch stage which is expected to be re-couped from future sales at better rates.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary / step-down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies / step-down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies / step-down Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary / step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary / step-down Subsidiary Companies.

The Annual Report will also be displayed on our website www.peninsula.co.in

11. Directors' Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and its profit for the year ended on that date;

iii) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2012 on a going concern basis.

12. Employee Stock Option Scheme

During the year under review, the Company has not granted any options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines - 1999 are attached herewith and marked as Annexure A.

13. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

14. Foreign Exchange earnings and outgo

There was no Foreign Exchange earnings during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Para 20 of Note No. 23 Notes forming part of Financial Statements.

15. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal

Chairperson

Mumbai: 17th May, 2012


Mar 31, 2011

1. The Directors have pleasure in presenting their 139th Annual Report and the Audited Accounts for the year ended 31st March, 2011 together with the Auditors Report thereon.

2. Financial Results

Rs. in lakhs

Particulars For the For the year ended year ended 31st March, 2011 31st March, 2010

Total Income 59,175.48 81,704.93

Profit Before Extraordinary and Exceptional Items 30,251.19 38,589.85

Extraordinary and Exceptional Items - 5,023.22

Profit before tax 30,251.19 33,566.63

Less : Tax 5,672.86 5,129.11

Profit after Tax 24,578.33 28,437.52

Reversal of Excess Tax Provision for Earlier Years - 648.75

Profit Brought Forward from Previous Year 40,883.58 21,680.90

Net Profit available for appropriation 65,461.91 50,767.17 Appropriation :

Transfer to General Reserve 5,000.00 5,000.00

Proposed Dividend on Preference Shares 0.01 0.01

Proposed Dividend on Equity Shares 4,746.42 4,188.01

Distribution Tax Thereon 769.98 695.57

Profit carried to the Balance Sheet 54,945.50 40,883.58

3. Dividend Preference Shares

The Board of Directors have recommended dividend of Re. 0.50/- per Preference Share of Rs. 10/- each for the year ended 31st March, 2011.

Equity Shares

The Board of Directors have recommended dividend of Rs. 1.70/- per Equity Share of Rs. 2/- each for the year ended 31st March, 2011.

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of these dividend payments together with distribution tax will be Rs. 5,516.41 lakhs

4. Operations of the Company

During the year ended 31st March, 2011, the Company has earned revenue of Rs. 59,175.48 lakhs as compared to Rs. 81,704.93 lakhs for the previous year ended 31st March, 2010. Profit after Tax was Rs. 24,578.33 lakhs as against Rs. 28,437.52 lakhs in the previous year ended 31st March 2010.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certifi cate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confi rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certifi cate which entails the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.

7. Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited ("Topstar") with the Company and its Shareholders and Creditors

The Company has received the approval from the Honble High Court of Judicature at Bombay sanctioning the Scheme of Amalgamation and Arrangement of Topstar with the Company and its Shareholders and Creditors. The Appointed Date of the said Scheme being 27th October, 2010. Once the Company fi les the said Court Order with the Ministry of Corporate Affairs, the said Scheme would become effective.

As per the Scheme, the 11,68,82,052 equity shares of Rs. 2/- each held by Topstar in the Company would get cancelled and fresh shares of equivalent number would be allotted to the shareholders of Topstar.

8. Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. D.M.Popat, Mr. Amitabha Ghosh and Ms. Bhavna Doshi, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

9. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2011- 2012.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifi ed for re- appointment within the meaning of Section 226 of the said Act.

10. Particulars of Employees

The Directors acknowledge with thanks the contribution made by employees towards the growth of the Company and appreciate their unstinted co-operation and support to the Management.

Any member interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered office of the Company.

11. Subsidiary Companies

The Company has 4 Subsidiary Companies and 15 Step-down Subsidiary Companies, names of which have been entailed below:

1. Peninsula Holdings and Investments Private Limited.

2. Peninsula Mega Properties Private Limited.

3. Renato Finance and Investments Private Limited.

4. Peninsula Crossroads Private Limited (formerly known as L and T Crossroads Private Limited).

Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies :- (i) City Parks Private Limited.

(ii) Goodtime Real Estate Development Private Limited. (iii) Inox Mercantile Company Private Limited. (iv) Peninsula Facility Management Services Limited. (v) Peninsula Investment Management Company Limited. (vi) Peninsula Integrated Land Developers Private Limited. (vii) Peninsula Mega-City Development Private Limited. ( v i i i ) Peninsula Mega Township Developers Private Limited. (ix) Peninsula Pharma Research Centre Private Limited. (x) Peninsula Real Estate Management Private Limited. (xii) Peninsula Trustee Limited. (xii) Planetview Mercantile Company Private Limited. (xiii) R R M e g a Pr oper ty Dev e l o p e rs Private Limited. (xiv) RR Real Estate Development Private Limited. (xv) Takenow Property Developers Private Limited.

Details of the operational Subsidiary/Step-down Subsidiary Companies are as under:

i) Peninsula Crossroads Private Limited (formerly known as L and T Crossroads Private Limited ("Peninsula Crossroads")

During the year under review, the Company acquired L and T Urban Infrastructure Limiteds stake in Peninsula Crossroads, by virtue of which, Peninsula Crossroads became a wholly owned subsidiary of the Company.

Mr. Vivek Gadgil and Mr. N Sivaraman (Nominee Directors of L and T Urban Infrastructure Limited), have resigned as Directors of Peninsula Crossroads with effect from 22nd March, 2011.

Peninsula Crossroads total revenue was Rs 539.15 lakhs as against the previous years revenue of Rs 283.98 lakhs. The profit after tax for the current year was Rs 365.29 lakhs as against Rs. 120.34 lakhs for the previous year.

ii) Peninsula Facility Management Services Limited ("PFMS")

PFMS is into the business of Facility Management Services. During the year ended 31st March 2011, PFMS earned total revenue of Rs 2067.79 lakhs and profit of Rs 15.73 lakhs as against the total revenue of Rs 1413.70 lakhs and loss of Rs 100.74 lakhs for the previous year.

iii) Peninsula Investment Management Company Limited ("PIMCL")

PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to Peninsula Realty Fund. During the year ended 31st March, 2011, PIMCL earned total revenue of Rs 392.73 lakhs and profit of Rs 107.90 lakhs as against the total revenue and profit of Rs. 383.91 lakhs and Rs 82.03 lakhs respectively for the previous year.

The Company has identifi ed land in various parts of India like Goa, Hyderabad, Alibaug, etc., wherein projects are being undertaken by the balance Subsidiary/Step-down Subsidiary Companies. In fact, a residential project mainly "Ashok Astoria" carried on by one of the Step-down Subsidiary Companies is in the process of being executed at Nashik.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary/Step-down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary/Step-down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary/Step-down Subsidiary Companies will also be kept open for inspection at the Registered office of the Company and that of the respective Subsidiary/Step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary/Step-down Subsidiary Companies.

The Annual Report will also be displayed on our website www.peninsula.co.in

12. Fixed Deposits

During the year ended 31st March, 2011, the Company had transferred 4 Fixed Deposits amounting to Rs. 0.56 lakhs to Investor Education and Protection Fund.

13. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and its profit for the year ended on that date;

iii) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2011 on a going concern basis.

14. Employee Stock Option Scheme

During the year under review, the Company has granted 75,000 options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines – 1999 are attached herewith and marked as Annexure A.

15. Group for Inter se Transfer of Shares

As required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting group (within the meaning as defi ned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are attached herewith and marked as Annexure B and the said Annexure B forms part of this Annual Report.

16. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1) (e) of the Companies Act, 1956, are not applicable.

17. Foreign Exchange earning and outgo

There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Schedule 14 forming part of the Audited Annual Accounts.

18. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.

By Order of the Board

Urvi A. Piramal

Chairperson Mumbai: 12th May, 2011


Mar 31, 2010

1. The Directors have pleasure in presenting their 138th Annual Report and the Audited Accounts for the year ended 31st March, 2010 together with the Auditor’s Report thereon.

2. Financial Results

Rs. in lakhs Particulars For the year For the year ended ended 31st March, 31st March, 2010 2009 Total Income 81,704.93 59,595.36 Profit Before Extraordinary & Exceptional Items 38,589.84 19,751.49 Extraordinary & Exceptional Items 5,023.23 1,600.77 Profit before tax 33,566.61 18,150.72 Less : Tax 5,129.11 3,198.89 Profit after Tax 28,437.50 14,951.83 Reversal of Excess Tax Provision for Earlier Years 648.75 - Profit Brought Forward from Previous Year 21,680.90 13,656.94 Net Profit available for appropriation 50,767.15 28,608.77 Appropriation : Transfer to General Reserve 5,000.00 1,496.00 Transfer to Debenture Redemption Reserve - 2,492.00 Proposed Dividend on Preference Shares 0.01 0.01 Proposed Dividend on Equity Shares 4,188.01 2,512.81 Distribution Tax Thereon 695.57 427.05 Profi t carried to the Balance Sheet 40,883.56 21,680.90

3. Dividend Preference Shares

The Board of Directors have recommended dividend of Re. 0.50 per Preference Share of Rs. 10/- each for the year ended 31st March, 2010.

Equity Shares

The Board of Directors have recommended dividend of Rs. 1.50 per Equity Share of Rs. 2/- each for the year ended 31st March, 2010.

The dividend will be free of tax in the hands of the shareholders. Total cash outfl ow on account of these dividend payments together with distribution tax will be Rs. 4,883.58 lakhs.

4. Operations of the Company

During the year ended 31st March, 2010, the Company has earned revenue of Rs. 81,704.93 lakhs as compared to Rs. 59,595.36 lakhs for the previous year ended 31st March, 2009. Profi t after Tax was Rs. 28,437.50 lakhs as against Rs. 14,951.83 lakhs in the previous year.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certifi cate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confi rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certifi cate in respect of compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges is provided in the Annual Report.

7. Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C. M. Hattangdi, Mr. Sudhindar Khanna and Lt. Gen. Deepak Summanwar, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

Ms. Urvi A. Piramal, Mr. Rajeev A. Piramal, Mr. Mahesh S. Gupta and Mr. Rajesh Jaggi are being re-appointed as the Executive Chairperson, Executive Vice Chairman, Group Managing Director and Managing Director respectively for a period of 5 (fi ve) years.

8. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the fi nancial year 2010- 2011.

The Company has received a letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifi ed for re-appointment within the meaning of Section 226 of the said Act.

9. Particulars of Employees

The Directors acknowledge with thanks the contribution made by the employees towards the growth of the Company and appreciate their unstinted co-operation and support to the Management.

Any member interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Offi ce of the Company.

10. Subsidiary Companies / Consolidated Accounts

With a view to restructure and consolidate the holdings of the Company and for administrative convenience of holding investments in a single Company, it was decided that an Intermediate Wholly Owned Subsidiary Company i.e. Peninsula Holdings and Investments Private Limited (formerly known as Boom Realty Private Limited) would hold the investments of the Company in the following Subsidiary Companies :-

(i) City Parks Private Limited

(ii) Inox Mercantile Company Private Limited

(iii) Peninsula Facility Management Services Limited

(iv) Peninsula Investment Management Company Limited

(v) Peninsula Mega Township Developers Private Limited

(vi) Peninsula Pharma Research Centre Private Limited

(vii) Peninsula Trustee Limited

(viii) Planetview Mercantile Company Private Limited

(ix) Rishiraj Enterprises Limited

(x) RR Mega Property Developers Private Limited

(xi) RR Real Estate Development Private Limited

(xii) Takenow Property Developers Private Limited

By virtue of the said transfer, Peninsula Holdings and Investments Private Limited has become the Holding Company of the above 12 Subsidiary Companies and the said Subsidiary Companies have become the step down Subsidiary Companies of the Company.

The following Companies however remain the Subsidiary Company of Peninsula Land Limited :

1. Champs Elysee Enterprises Private Limited

2. Peninsula Mega Properties Private Limited

3. Renato Finance & Investments Private Limited

The Central Government has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching to the Balance Sheet of the Company, the Accounts and the other documents of its Subsidiary Companies. However, the Consolidated Financial Statements of the Company, which include the results of the said Subsidiary Companies, are included in this Annual Report. In accordance with the Guidelines of Accounting Standard - 21 issued by The Institute of Chartered Accountants of India, the fi nancial statements of Rishiraj Enterprises Limited have not been included in the said Consolidated Financial Statements of the Company, since it ceased to be a subsidiary of the Company with effect from 19th April, 2010. Further, a statement containing the particulars prescribed under the terms of the said exemption for each of the Company’s Subsidiaries are also enclosed. Copies of the Audited Annual Accounts and related detailed information of all the Subsidiary Companies can also be sought by any investor of the Company or its Subsidiaries on making a written request to the Company Secretary at the Registered Offi ce of the Company in this regard. The Annual Accounts of the Subsidiary Companies are also available for inspection at the Company’s and / or the concerned Subsidiaries’ Registered Offi ce.

Details of the various Subsidiary Companies are as under:

Peninsula Holdings and Investments Private Limited (“PHIPL”)(formerly known as Boom Realty Private Limited)

During the year under review, the name was changed from Boom Realty Private Limited to Peninsula Holdings and Investments Private Limited. During the year ended 31st March, 2010, PHIPL had incurred a loss of Rs. 5.21 lakhs as against the loss of Rs. 0.03 lakhs for the previous year.

PHIPL is now the Holding Company of 12 Subsidiary Companies (as mentioned above) which were earlier the Subsidiary Companies of Peninsula Land Limited.

City Parks Private Limited (“City Parks”)

City Parks is in the business of development of Real Estate in Pune. During the year ended 31st March, 2010, City Parks had not generated any revenue and incurred loss of Rs. 0.90 lakhs. The corresponding fi gures of revenue and loss for the previous year were Rs. 0.05 lakhs and Rs. 10.48 lakhs.

Inox Mercantile Company Private Limited (“Inox”)

Inox is in the business of Real Estate Development project in Goa. During the year ended 31st March, 2010, Inox had not generated any income and the project expenses were transferred to work in progress.

Peninsula Facility Management Services Limited (“PFMS”)

PFMS is mainly rendering maintenance and housekeeping services to various properties. During the year ended 31st

March, 2010, PFMS earned total revenue of Rs. 1,414.00 lakhs and incurred loss of Rs. 100.74 lakhs as against the total revenue of Rs. 1,514.95 lakhs and loss of Rs. 266.66 lakhs in the previous year.

PFMS was converted in to a Public Limited Company during the year under review.

Peninsula Investment Management Company Limited (“PIMCL”)

PIMCL is rendering mainly investment advisory services. During the year ended 31st March, 2010, PIMCL earned total revenue of Rs. 383.91 lakhs and profi t of Rs. 82.03 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 421.89 lakhs and Rs. 37.60 lakhs.

Peninsula Mega Township Developers Private Limited (“PMTDPL”)

PMTDPL is undertaking Real Estate Development project in Nasik. During the year ended 31st March, 2010, PMTDPL had incurred loss of Rs. 0.83 lakhs as against Rs. 0.73 lakhs during the previous period.

Peninsula Pharma Research Centre Private Limited (“PPRCPL”)

PPRCPL is in the business of Real Estate Development at Goa. During the year ended 31st March, 2010, PPRCPL had not generated any revenue as against total revenue of Rs. 1.25 lakhs during the previous year ended 31st March, 2009. The project expenses of PPRCPL were transferred to work in progress.

Peninsula Trustee Limited (“PTL”)

PTL is in the business of managing various Real Estate Funds. During the year ended 31st March, 2010, PTL had earned total revenue of Rs. 4.44 lakhs and profi t of Rs. 1.28 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 4.53 lakhs and Rs. 3.51 lakhs.

Planetview Mercantile Company Private Limited (“Planetview”)

Planetview is in the business of Real Estate development project in Goa. During the year ended 31st March, 2010, Planetview had not generated any income and the project expenses were transferred to work in progress.

RR Mega Property Developers Private Limited (“RR Mega Property”)

RR Mega Property is undertaking the Real Estate Development project in Hyderabad. During the year under review, RR Mega Property had not generated any income and the project expenses were transferred to work in progress.

RR Real Estate Development Private Limited (“RR Real Estate”)

During the year ended 31st March, 2010, RR Real Estate earned total revenue of Rs. 143.52 lakhs and incurred loss of Rs. 96.63 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 197.40 lakhs and Rs. 4.29 lakhs.

Takenow Property Developers Private Limited (“Takenow”)

During the year ended 31st March, 2010, Takenow had incurred a loss of Rs. 11.20 lakhs as against the loss of Rs. 0.05 lakhs for the previous year.

Renato Finance & Investments Private Limited (“Renato”)

Renato is a registered Non Banking Financial Company with Reserve Bank of India. During the year ended 31st March, 2010, Renato’s total revenue from the fi nancial and investment activities was Rs. 94.33 lakhs as against the previous year’s revenue of Rs. 74.70 lakhs. The profi t after tax for the current year was Rs. 2.58 lakhs as against Rs. 3.25 lakhs for the previous year ended 31st March, 2009.

Peninsula Mega Properties Private Limited (“PMPPL”)

During the year ended 31st March, 2010, PMPPL had incurred a loss of Rs. 0.67 lakhs. The loss for the previous year was Rs. 0.18 lakhs.

Champs Elysee Enterprises Private Limited (“Champs Elysee”)

During the year ended 31st March, 2010, Champs Elysee had incurred a loss of Rs. 0.59 lakhs as against Rs. 0.37 lakhs during the previous year.

11. Fixed Deposits

During the year ended 31st March, 2010, the Company had transferred 3 Fixed Deposits amounting to Rs. 0.30 lakhs to Investor Education and Protection Fund. As on 31st March, 2010, 5 Fixed Deposits amounting to Rs. 0.56 lakhs however remains unclaimed due to lack of instructions from deposit holders.

12. Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 (“the Act”), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and its profi t for the year ended on that date;

iii) your Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2010 on a going concern basis.

13. Employee Stock Option Scheme

During the year under review, the Company has not granted any stock options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are attached herewith and marked as Annexure A.

14. Group for Inter se Transfer of Shares

As required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting group (within the meaning as defi ned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are attached herewith and marked as Annexure B and the said Annexure B forms a part of this Annual Report.

15. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

16. Foreign Exchange earning and outgo

There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Schedule 14 forming part of the Audited Annual Accounts.

17. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions and shareholders for their continued support and encouragement.

By Order of the Board Urvi A. Piramal Mumbai: 14th June, 2010 Chairperson