Mar 31, 2018
Dear Shareholders,
1. The Directors have pleasure in presenting their 146th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2018 together with the Independent Auditorâs Report thereon.
2. Financial Results
(Rs. in Crores)
Particulars |
For the Financial Year ended March 31, 2018 |
For the Financial Year ended March 31, 2017 |
Total Revenue |
673.36 |
453.89 |
Profit/(Loss) before Tax for the year |
(135.34) |
(102.03) |
(before exceptional item) |
||
Exceptional Items |
(179.93) |
- |
Profit/(Loss) before Tax for the year |
(315.27) |
(102.03) |
Loss after Tax ( Including OCI) |
(326.90) |
(143.16) |
Profit Brought Forward from Previous Year |
749.50 |
943.31 |
Net Profit available for appropriation |
422.60 |
800.15 |
Appropriation : |
||
Less: |
||
Transfer to Capital Redemption Reserve |
- |
- |
Transfer to Debenture Redemption Reserve |
(45.87) |
(70.24) |
Dividend paid on Equity Shares |
- |
(5.58) |
Distribution Tax Thereon |
- |
(1.14) |
Add: |
||
Recoupment of Debenture Redemption Reserve |
97.19 |
26.31 |
Retained Earnings/(Losses) carried forward |
473.92 |
749.50 |
3. Operations of the Company
On a Standalone basis, the Total Revenue for the Financial Year ended March 31, 2018 stood at Rs.673.36 Crores as against Rs.453.89 Crores for the corresponding Financial Year ended March 31, 2017. The Company incurred a loss before tax of Rs.315.27 Crores for the Financial Year ended March 31, 2018 as against loss of Rs.102.03 Crores for the Financial Year ended March 31, 2017. The loss after tax was Rs.326.90 Crores for the Financial Year ended March 31, 2018 as against loss of Rs.143.16 Crores for the Financial Year ended March 31, 2017.
On a Consolidated basis, the Total Revenue for the Financial Year ended March 31, 2018 was Rs.714.80 Crores as against Rs.390.38 Crores for the corresponding Financial Year ended March 31, 2017. The Company incurred a loss before tax of Rs.454.36 Crores for the Financial Year ended March 31, 2018 as against a loss of Rs.177.13 Crores for the Financial Year ended March 31, 2017. The loss after tax was Rs.458.18 Crores for the Financial Year ended March 31, 2018 as against loss of Rs.219.65 Crores for the Financial Year ended March 31, 2017.
4. Share Capital
The Paid-up Equity Share Capital as on March 31, 2018 was Rs.55.90 Crores. During the Financial Year, the Company has neither issued any shares nor has granted stock options or sweat equity.
5. Debentures
During the Financial Year, Non-Convertible Debentures aggregating to Rs.90.00 Crores were issued on a Private Placement Basis and were listed on BSE Limited. Non-Convertible Debentures aggregating to Rs.490.43 Crores were redeemed, during the Financial Year 2017-18.
6. Dividend
Your Board of Directors does not recommend any dividend on the Equity Share of the Company for the Financial Year ended March 31, 2018.
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 no. 8 and note no. 16 to the Standalone Financial Statements, forming part of this Annual Report.
8. State of Companyâs Affairs and Business Review
The details of the Companyâs affairs including its operations and projects are more specifically given in the Management Discussion and Analysis Report, which forms part of this Annual Report.
9. Corporate Social Responsibility
During the Financial Year 2017-18, the Company was not under any statutory obligation to make any contribution towards the Corporate Social Responsibility activities and hence has not made any contribution in this regard.
As mandated under Section 135 of the Companies Act, 2013, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of this Annual Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company www.peninsula.co.in.
10. Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Companyâs capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Companyâs operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are placed before the Audit Committee of the Company.
Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of the Companies Act, 2013. The details in this regard are more specifically given in the Corporate Governance Report which forms a part of this Annual Report.
11. Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defined in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Chairperson of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the Report of Internal Auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
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 Annual Report. The said policy is hosted on the website of the Company www. pen insula. co.in.
13. Subsidiary Companies
The Company has 27 (Twenty-Seven) Subsidiaries (including direct and step-down subsidiaries), 3 (Three) Joint Ventures and 3 (Three) Associates as on March 31, 2018.
The Company does not have any material Subsidiaries as on March 31, 2018. A policy on material Subsidiaries has been formulated by the Company and posted on the website of the Company www.peninsula.co.in.
A statement containing the salient features of the Financial Statements of Companyâs aforesaid Subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this Report as Annexure-A.â
The Company will provide the Financial Statements of the Subsidiaries / step-down Subsidiaries, Joint Ventures and Associates (collectively referred as âSubsidiariesâ) 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 Subsidiaries. The Consolidated Financial Statements of the Company, forming part of this Annual Report, includes the Financial Statements of its Subsidiaries. The Financial Statements of Subsidiaries are also hosted on the website of the Company www.peninsula. co.in.
14. Directors/ Key Managerial Personnel
During the Financial Year, upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sajit Suvarna (DIN: 01481316) as an Independent Director of the Company for a term of 5 (five) years with effect from June 5, 2017. The appointment was ratified at the 145th Annual General Meeting held on August 29, 2017. Mr. Suvarna being an independent Director is not liable to retire by rotation.
The Company has complied with the requirement of appointing Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013.
None of the following executive Directors viz. Mr. Rajeev A. Piramal, Mr. Nandan A. Piramal and Mr. Mahesh S. Gupta (âExecutive Directorsâ) has received any remuneration from any subsidiaries of the Company.
In accordance with the provisions of Sub-Section (6) of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nandan A. Piramal (DIN:00045003) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend reappointment of Mr. Nandan A. Piramal.
The term of remuneration of Exective Directors as approved by the members expires on October 25, 2018, approval of the members is hence sought to pay remuneration to the Executive Directors for their remaining tenure. The details are mentioned in the Notice of the Annual General Meeting forming a part of this Annual Report.
All the Independent Directors have furnished declaration in accordance with the provisions of Section 149 (7) of the Companies Act, 2013 regarding meeting the criteria of independence as provided under Section 149 (6).
15. Board Evaluation
Regulation 17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV and other applicable provisions of the Companies Act, 2013, mandates a formal evaluation to be done by the Board of its own performance and that of its Committees and individual Directors and that the Independent Directors shall evaluate non-independent Directors and the Chairperson of the Board.
The Company has, on the advice of the Directors, appointed Hrcraft Business Consulting Private Limited (Hrcraft), a professional business consultant specialized in feedback exercises, to carry out the assignment in a fair and transparent manner. The performance evaluation forms were circulated to all the Directors and they have provided their inputs on the same. A Report of the evaluation was then forwarded to the Chairperson and the respective Directors to maintain the confidentiality of the Report.
Based on the inputs provided by Hrcraft, the Independent Directors at their Meeting held on March 19, 2018, evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the Board as a whole.
Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee at its meeting held on May 23, 2018, has also carried out evaluation of every Directorâs performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the Report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.
16. Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of the policy are more particularly mentioned in the Corporate Governance Report, which forms a part of this Annual Report.
17. Meetings of the Board and its Committees
During the Financial Year, the Board met on five occasions, the Audit Committee met on four occasions, the Nomination and Remuneration Committee met on two occasions and the Corporate Social Responsibility Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the Meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.
18. Directorsâ Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013 (âthe Actâ), we hereby state that:
i) in the preparation of the annual Accounts, the applicable accounting standards have been followed along 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 March 31, 2018 and its loss 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 March 31, 2018 on a going concern basis;
v) your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively;
vi) your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
19. Related Party Transactions
The Related Party Transactions that were entered into during the Financial Year were on an armâs length basis and in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.
Details of the Related Party Transactions are given in Form AOC-2 which is enclosed as âAnnexure-B.â
The Related Party Transactions were placed before the Audit Committee and also the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were 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 the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the Note No. 40 of the Standalone Financial Statements.
The policy on Related Party Transactions as approved by the Board is hosted on the Companyâs website www. peninsula.co.in.
None of the Directors/ KMPs or their relatives has any pecuniary relationships or transactions vis-a-vis the Company, other than their shareholding, if any, in the Company.
20. Deposits
Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013, during the Financial Year 2017-18.
21. Auditors
a) Statutory Auditors
S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 324982E/E300003) were appointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion of 145th Annual General Meeting upto the conclusion of the 150th Annual General Meeting of the Company to be held in the year 2022, subject to the ratification by shareholders of the Company at every Annual General Meeting. However, the Companies (Amendment) Act, 2017, has removed the requirement of the Annual ratification of appointment of Statutory Auditors of the Company by the shareholders. The Board hence recommends ratification of appointment of S R B C & Co. LLP as Statutory Auditors of the Company for the remaining term of 4 (four) years from the Financial Year 2018-19 to 2021-22 at the ensuing Annual General Meeting.
The Auditorâs Report on the Standalone and Consolidated Financial Statement of the Company for the Financial Year 2017-18, does not contain any qualification, reservation or adverse remark.
The Directors of your Company confirm that no instances of frauds or mis-management were reported by the Statutory Auditor under Section 143 (12) of the Companies Act, 2013.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, 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 as âAnnexure-C.â
22. Corporate Governance Report and Management Discussion & Analysis Report
The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Nilesh G. Shah, Practicing Company Secretary (FCS: 4554), confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report form an integral part of this Report.
23. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as âAnnexure-Dâ to this Report.
24. Particulars of Employees
The information required pursuant to Section 197 (12) of the Companies Act, 2013 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 employeesâ particulars mentioned in Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 the Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.
25. 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 Absorption read with Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable.
26. Foreign Exchange earnings and outgo
During the Financial Year 2017-18, expenditure in foreign currencies in terms of actual outflow amounted to Rs.1,09,81,273/- on account of professional and consultancy fees, travelling and raw materials. The Company has not earned any foreign exchange during the Financial Year 2017-18.
27. Significant and Material Orders
There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year ended March 31, 2018 impacting the going concern status and Companyâs operations in future.
28. Prevention of Sexual Harassment of Women at Workplace
The Company has adopted 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 an 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.
29. Prevention of Insider Trading
Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of Insider Trading in the Organisation.
30. Change in the Nature of Business (if any)
There is no material change in the type of business the Company is carrying.
31. Material Changes and commitments occurred between the end of the Financial Year and the date of the report
There were no reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company.
32. Secretarial Standards
The Company has complied with the applicable Secretarial Standards during the Financial Year 2017-18.
33. 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, Debenture Trustees, Shareholders, Debenture-Holders and Employees of the Company for their continued support and encouragement.
By Order of the Board
For Peninsula Land Limited
Sd/-
Urvi A. Piramal
Non-Executive Chairperson
Place: Mumbai
Date: May 23, 2018
Mar 31, 2017
Dear Shareholders,
1. The Directors have pleasure in presenting their 145th Annual Report and the Audited Accounts for the Financial Year ended March 31, 2017 together with the Independent Auditor''s Report thereon.
2. Financial Results
(Rs. in Crores]
Particulars |
For the Financial Year ended March 31, 2017 |
For the Financial Year ended March 31,2016 |
Total Revenue |
453.89 |
303.44 |
Profit/(Loss] before Tax for the year |
(102.03) |
(6.63] |
Profit/(Loss] after Tax for the year |
(143.10) |
17.40 |
Other Comprehensive Income/(Loss] for the year |
(0.06) |
0.00 |
Total Comprehensive Income/(Loss] for the year |
(143.16) |
17.40 |
Retained Earnings Profit Brought Forward from Previous Year |
943.31 |
653.64 |
Opening Ind AS Adjustments |
- |
308.01 |
Available for appropriation |
800.21 |
979.05 |
Appropriation : |
||
Less: |
||
Transfer to Capital Redemption Reserve |
- |
(0.00] |
Transfer to Debenture Redemption Reserve |
(70.24) |
(60.33] |
Dividend paid on Equity Shares |
(5.58) |
(8.38] |
Distribution Tax Thereon |
(1.14) |
(1.71] |
Add: |
||
Recoupment of Debenture Redemption Reserve |
26.31 |
34.68 |
Retained Earnings/(Losses] carried forward |
749.56 |
943.31 |
3. Operations of the Company
On a Standalone basis, the Total Revenue for the Financial Year ended March 31, 2017 stood at Rs.453.89 Crores as against Rs.303.44 Crores for the corresponding Financial Year ended March 31, 2016. The Company incurred a loss before tax of Rs.102.03 Crores for the Financial Year ended March 31, 2017 as against loss of Rs.6.63 Crores for the Financial Year ended March 31, 2016. The loss after tax was Rs.143.16 Crores for the Financial Year ended March 31, 2017 as against profit of Rs.17.40 Crores for the Financial Year ended March 31, 2016.
On a Consolidated basis, the Total Revenue for the Financial Year ended March 31, 2017 was Rs.390.38 Crores as against Rs.186.16 Crores for the corresponding Financial Year ended March 31, 2016. The Company incurred a loss before tax of Rs.177.13 Crores for the Financial Year ended March 31, 2017 as against a loss of Rs.69.32 Crores for the Financial Year ended March 31, 2016. The loss after tax was Rs.219.65 Crores for the Financial Year ended March 31, 2017 as against loss of Rs.45.98 Crores for the Financial Year ended March 31, 2016.
The Company has adopted Indian Accounting Standards ("Ind-AS") from April 1, 2016 and accordingly the financial statements are in compliance with the Ind-AS, notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013, read with the relevant rules issued there under and other accounting principles generally accepted in India. Consequently, the figures for the previous year ended March 31, 2016 have been restated to comply with Ind-AS to make them comparable.
4. Share Capital
The Paid-up Equity Share Capital as on March 31, 2017 was Rs.55.90 Crores. During the Financial Year, the Company has neither issued any shares nor has granted stock options or sweat equity.
5. Debentures
During the Financial Year, Non - Convertible Debentures aggregating to Rs.708.00 Crores were issued on a Private Placement Basis, out of which Debentures amounting to Rs.608.00 Crores were listed on BSE Limited. Non-Convertible Debentures aggregating to Rs.470.27 Crores were redeemed, during the Financial Year 2016-17.
6. Dividend
The Board of Directors does not recommend any dividend on the Equity Share of the Company for the Financial Year ended March 31, 2017.
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 no. 8 and note no. 15 to the Standalone Financial Statements, forming part of this Annual Report.
8. State of Companyâs Affairs and 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 part of this Annual 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 a conscious effort 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.
During the Financial Year 2016-17, the Company was not required to make any expenditure towards the CSR activities, however, considering the ongoing CSR projects of the Company, it was decided to make voluntary contribution of Rs.1.65 Crores (Rupees One Crore Sixty Five Lacs only) towards CSR activities of the Company for the Financial Year 2016-17.
In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on the CSR activities of the Company along with the CSR initiatives undertaken during the Financial Year 2016-17 is appended to this Report as âAnnexure-A.â
As mandated under Section 135 of the Companies Act, 2013, the Composition of Corporate Social Responsibility Committee is given in the Report on Corporate Governance, forming part of this Annual Report. Corporate Social Responsibility Policy of the Company is hosted on the website of the Company www.peninsula.co.in.
10. Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Company''s operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risk and mitigation actions are placed before the Audit Committee of the Company.
Further, the Company has constituted a Risk Management Committee (RMC) in accordance with the provisions of the Companies Act, 2013. The details in this regard are more specifically given in the Corporate Governance Report which forms a part of this Annual Report.
11. Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defined in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Chairperson of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the Report of Internal Auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
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 hosted on the website of the Company www.peninsula.co.in.
13. Subsidiary Companies
The Company has 27 (Twenty-Seven) Subsidiaries (including direct and step-down subsidiaries), 3 (Three) Joint Ventures and 3 (Three) Associates as on March 31, 2017. During the Financial Year under review, "Peninsula Real Estate Management Private Limitedâ ceased to be a subsidiary of the Company and "Top value Real Estate Development Limitedâ became a subsidiary of the Company.
The Company does not have any material Subsidiaries as on March 31, 2017. A policy on material Subsidiaries has been formulated by the Company and posted on the website of the Company www.peninsula.co.in.
A statement containing the salient features 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 âAnnexure-B.â
The Company will provide the Financial Statements of the Subsidiaries / step-down Subsidiaries, Joint Ventures and Associates (collectively referred as "Subsidiariesâ) 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 Subsidiaries. The Consolidated Financial Statements of the Company, forming part of this Annual Report, includes the Financial Statements of its Subsidiaries. The Financial Statements of Subsidiaries are also hosted on the website of the Company www.peninsula.co.in.
14. Directors/ Key Managerial Personnel
During the Financial Year, Mr. Nandan A. Piramal was appointed as a Whole-Time Director of the Company for a term of 5 (five) years with effect from October 26, 2015 at the 144th Annual General Meeting. Mr. Pradipta Mohapatra, Independent Director of the Company, passed away on March 13, 2017 and consequently ceased to be a Director of the Company. The Board records its heartfelt condolences on the sad demise of Mr. Pradipta Mohapatra.
The Company has complied with the requirement of appointing Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013.
None of the following executive Directors viz. Mr. Rajeev A. Piramal, Mr. Nandan A. Piramal and Mr. Mahesh S. Gupta has received any remuneration from any subsidiaries of the Company.
In accordance with the provisions of Sub-Section (6] of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahesh S. Gupta (DIN: 00046810] is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend reappointment of Mr. Mahesh S. Gupta.
All the Independent Directors have furnished declaration in accordance with the provisions of Section 149 (7] of the Companies Act, 2013 regarding meeting the criteria of independence as provided under Section 149 (6].
15. Board Evaluation
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 read with Schedule IV and other applicable provisions of the Companies Act, 2013, mandates a formal evaluation to be done by the Board of its own performance and that of its Committees and individual Directors and that the Independent Directors shall evaluate non-independent Directors and the Chairperson of the Board.
The Company has, on the advice of the Directors, appointed M/s hrcraft, a professional business consulting firm specialized in feedback exercises, to carry out the assignment in a fair and transparent manner. The performance evaluation Forms were circulated to all the Directors and they have provided their inputs on the same. A Report of the evaluation was then forwarded to the Chairperson and the respective Director to maintain the confidentiality of the Report.
Based on the inputs provided by M/s hrcraft, the Independent Directors at their Meeting held on April 24, 2017, evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the Board as a whole.
Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual Directors. Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.
The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the Report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.
16. Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of the policy are more particularly mentioned in the Corporate Governance Report, which forms a part of this Annual Report.
17. Meetings of the Board and its Committees
During the Financial Year, the Board met on four occasions, the Audit Committee met on four occasions, the Nomination and Remuneration Committee met on one occasion and the Corporate Social Responsibility Committee met on two occasions. The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.
The details of the Meetings are more specifically given in the Corporate Governance Report, which forms a part of this Annual Report.
18. Directorsâ 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 have been followed along 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 March 31, 2017 and its loss 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 March 31, 2017 on a going concern basis;
v) your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively;
vi) your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
19. Related Party Transactions
The Related Party Transactions that were entered into during the Financial Year were on an arm''s length basis and in the ordinary course of business. There were no materially significant Related Party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.
Details of the Related Party transactions are given in Form AOC-2 which is enclosed as âAnnexure-C.â
The Related Party Transactions were placed before the Audit Committee and also the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were 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 the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the note no. 42 to the Standalone Financial Statements.
The policy on Related Party Transactions as approved by the Board is hosted on the Company''s website www. peninsula.co.in.
None of the Directors/ KMPs or their relatives has any pecuniary relationships or transactions vis-a-vis the Company, other than their shareholding, if any, in the Company.
20. Deposits
Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013, during the Financial Year 2016-17.
21. Auditors
a) Statutory Auditors
The Statutory Auditors, Haribhakti & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 103523W) have completed their maximum permissible tenure in terms of the provisions of Section 139 (2) of the Companies Act, 2013. In view of this, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommended to the members of the Company the appointment of SRBC & Co. LLP (FRN:- 324982E / E300003) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from conclusion of this Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in the year 2022. The Company has received a confirmation letter from SRBC & Co. LLP to the effect that their appointment, if made, will be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for appointment as per the provisions of the Act. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The Board recommends their appointment as Statutory Auditors to audit the accounts of the Company for a period of 5 (five) years commencing from the Financial Year 2017-18 to 2021-22, subject to ratification of their appointment by the members of the Company at every intermittent Annual General Meeting.
The Auditor''s Report on the Standalone Financial Statement of the Company for the Financial Year 2016-17, does not contain any qualification, reservation or adverse remark. Management''s explanation on the Auditor''s qualifications on the Consolidated Financial Statements of the Company are provided in the Statement on impact of Audit Qualifications forming part of this Annual Report.
The Directors of your Company confirm that no instances of frauds or mis-management were reported by the Statutory Auditor under Section 143 (12) of the Companies Act, 2013.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, 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 as âAnnexure-D.â
22. Corporate Governance Report and Management Discussion & Analysis Report
The Corporate Governance Report together with the Certificate on Corporate Governance issued by Mr. Nilesh G. Shah, Practicing Company Secretary (FCS:4554), confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report given in this Annual Report form an integral part of this Report.
23. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as âAnnexure-Eâ to this Report.
24. Particulars of Employees
The information required pursuant to Section 197 (12) of the Companies Act, 2013 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 Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 the Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.
25. 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 Absorption read with Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable.
26. Foreign Exchange earnings and outgo
During the Financial Year 2016-17, expenditure in foreign currencies in terms of actual outflow amounted to Rs.96,57,366/- on account of professional and consultancy fees, travelling, raw materials and dividend. The Company has not earned any foreign exchange during the Financial Year 2016-17.
27. Significant and Material Orders
There were no significant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year ended March 31, 2017 impacting the going concern status and Company''s operations in future.
28. Prevention of Sexual Harassment of Women at Workplace
The Company has adopted 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 an 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.
29. Prevention of Insider Trading
Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of Insider Trading in the Organization.
30. Change in the Nature of Business (if any)
There is no material change in the type of business the Company is carrying.
31. Material Changes and commitments occurred between the end of the Financial Year and the date of the report
There were no reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company.
32. 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, Debenture Truestee, Shareholders, Debenture-Holders and Employees of the Company for their continued support and encouragement.
By Order of the Board
For Peninsula Land Limited
Sd/-
Urvi A. Piramal
Non-Executive Chairperson
Place: Mumbai
Date: May 9, 2017
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 à 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 AuditorÃs 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 CompanyÃs 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 CompanyÃs and / or the concerned
Subsidiariesà Registered Offi ce.
Details of the various Subsidiary Companies are as under:
Peninsula Holdings and Investments Private Limited (ÃPHIPLÃ)(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 (ÃCity ParksÃ)
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 (ÃInoxÃ)
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 (ÃPFMSÃ)
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 (ÃPIMCLÃ)
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 (ÃPMTDPLÃ)
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 (ÃPPRCPLÃ)
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 (ÃPTLÃ)
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 (ÃPlanetviewÃ)
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 (ÃRR Mega PropertyÃ)
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 (ÃRR Real EstateÃ)
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 (ÃTakenowÃ)
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 (ÃRenatoÃ)
Renato is a registered Non Banking Financial Company with Reserve Bank
of India. During the year ended 31st March, 2010, RenatoÃs total
revenue from the fi nancial and investment activities was Rs. 94.33
lakhs as against the previous yearÃs 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 (ÃPMPPLÃ)
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 (ÃChamps ElyseeÃ)
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. Directorsà Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956 (Ãthe ActÃ), 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