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Notes to Accounts of Peninsula Land Ltd.

Mar 31, 2017

As stated in para B (I] (a] of Note 2, the Company''s financial statements for the year ended March 31, 2017 are the first annual financial statements prepared in compliance with Ind AS.

The adoption of Ind AS was carried out in accordance with Ind AS 101, using April 1, 2015 as the transition date. Ind AS 101 requires that all Ind AS that are effective for the first Ind AS Financial Statements for the year ended March 31, 2016, be applied consistently and retrospectively for all fiscal years presented.

All applicable Ind AS have been applied consistently and retrospectively wherever required. The resulting difference between the carrying amounts of the assets and liabilities in the financial statements under both Ind AS and Previous GAAP as of the Transition Date have been recognized directly in equity at the Transition Date.

In preparing these financial statements, the Company has availed itself of certain exemptions and exceptions in accordance with Ind AS 101 as explained below:

1. Ind AS mandatory exceptions

2. Estimates

An entity''s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies], unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

3. Investment in equity instruments carried at FVTPL;

4. Investment in debt instruments carried at FVTPL; and

5. Impairment of financial assets based on expected credit loss model.

6. De-recognition of Financial Assets and Liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity''s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions. The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

7. Classification and measurement of Financial Assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments] on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

8. Exemptions from retrospective application

9. Property, plant and equipment and intangibles

Ind AS 101 permits a first-time adopter to elect to measure an item of property, plant and equipment at the date of transition to Ind ASs at its fair value and use that fair value as its deemed cost in the financial statements as at the date of transition to Ind AS. This exemption can also be used for intangible assets covered by Ind AS 38 "Intangible Assets".

Accordingly, the Company has elected to measure land and buildings at fair value as at transition date and use that fair value as deemed cost for those assets. All other items of property, plant and equipment and intangible assets have been retrospectively restated using Ind AS 16, Property, plant and equipment and Ind AS 38, Intangible assets retrospectively.

10. Investments in Subsidiaries, Joint Ventures and Associates

Ind AS 101 provides the option to measure investments in subsidiaries, joint ventures and associates at previous GAAP carrying amount as the deemed cost, if the Company in its separate financial statements have elected to account for its investments in subsidiaries, joint ventures and associates at cost. The Company has opted to report the previous GAAP carrying amount as deemed cost for investments in subsidiaries, joint ventures and associates.

11. Reconciliations

In preparing our opening IND AS Balance Sheet, we have adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to IND AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by IND AS.

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101:"

12. Measurement of Fair Values

Valuation techniques and significant unobservable inputs

The valuation techniques used in measuring Level 3 fair values, as well as the significant unobservable inputs used are given below.

13. Long Term Loans

14. Valuation Technique

The Company has used discounted cash flow technique. The valuation model considers the present value of expected payment, discounted using a risk adjusted discount rate. The expected payment is determined by considering the possible scenarios of forecast revenue and EBITDA, the amount to be paid under each scenario and the probability of each scenario. The Company has taken 3 years as expected recovery period for all loans which are outstanding at opening balance sheet date for the purpose of discounting. The Company has taken weighted average cost of debt for the purpose of discounting of loans.

15. Significant Observable Inputs

Risk adjusted discount rate- 15% (31 March 2016 and 1 April 2015)

16. Inter-relationship between significant unobservable inputs and fair value measurement

The estimated fair value would increase (decrease) if risk adjusted discount rate were lower (higher)

17. Non Current Investment a Valuation Technique

18. Non-Convertible Debentures :

These are held for interest till maturity largely in a subsidiary company undertaking a specific project and not intended for trading or disposal. Hence in view of the unique nature of these investments, the carrying amount is considered to be the fair value.

19 Convertible Debentures:

Discounted cash flow technique. The valuation model considers the present value of expected payment, discounted using a risk adjusted discount rate. The expected payment is determined by considering the possible scenarios of forecast revenue and EBITDA, the amount to be paid under each scenario and the probability of each scenario.

Risk Management Framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The Committee reports regularly to the Board of Directors on its activities

The Company''s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

20. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers, loans and investment in debt securities. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

The Company''s maximum exposure to credit risk as at 31st March, 2017, 2016 and 1st April, 2015 is the carrying value of each class of financial assets.

21. Trade and other receivables

Customer credit risk for realty sales is managed by entering into sale agreements in the case of sale of under construction flats/premises which stipulate construction milestone based payments and interest clauses in case of delays and also by requiring customers to pay the total agreed sale value before handover of possession of the premises/flats, thereby substantially eliminating the Company''s credit risk in this respect. In the case of sale of finished units, sale agreements are executed only upon/against full payment.

Credit risk on trade receivables in respect of realty rentals is limited as the customers of the Company mainly consists of Government authorities / group Companies. Based on the past history of payments received, there have been no defaults.

Credit risk on trade receivables in respect of other operating income is Nil since the terms of payment are 100% through advance billing and collections.

Based on the above factors and historical data, loss on collection of receivables is not material and hence no additional provision was made.

Expected credit loss assessment for customers as at 1 April 2015, 31 March 2016 and 31 March 2017:

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macroeconomic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. In view of the above, the Company believes that no provision is required as per expected credit loss method.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.

22. Loans and Financial Guarantees

The loans and advances are in the nature of advances for project in SPVs where the Company is a stakeholder and hence the risk is minimal. Based on the above factors and historical data, loss on collection of receivables is not material and hence no additional provision was made apart from provisions for impairment in respect of certain specific loans based on the fair valuation by independent valuers.

Expected credit loss assessment of loans as at 1 April 2015, 31 March 2016 and 31 March 2017:

Considering the nature of the business, the Company has a policy to to provide loans and financial guarantees to its group entities for undertaking projects, based on its primary business model of undertaking project developments through SPV''s. The loans given to these entities are repayable on demand and there is no past history for any default/delay/irregularity/invocation of guarantees in repayments based on demands made. Moreover, all the group entities to whom loans have been advanced, have substantial potential in the projects to repay the loan based on the valuation of such entities and their activities are controlled and managed by the company. Accordingly ,in view of such control over operations and underlying security of the project/ assets, these loans are considered adequately secured for repayments, except in cases where the independent valuation of underlying projects warrant provision for impairment.

23. Investments measured at amortized cost

The Company has investments in secured redeemable non convertible debentures and the settlement of such instruments is linked to the completion of the respective underlying projects. Further these instruments are secured by way of first charge on the underlying project assets. Moreover, there are no deviations / irregularity in terms of servicing of debt and interest in respect of these instruments. Hence no impairment has been recognized on such investments till date

24. Cash and Cash Equivalents

The Company held cash and bank balance with credit worthy banks of Rs.77.51 crore at March 31, 2017 (March 31, 2016: Rs.32.47 crore, April 1, 2015 Rs.197.32 crore). The credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks where credit risk is largely perceived to be extremely insignificant.

25. Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Management monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows. The Company manages its liquidity risk by preparing monthly cash flow projections to monitor liquidity requirements. In addition, the Company projects cash flows and considering the level of liquid assets necessary to meet these, monitoring the Balance Sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

26. Financing Arrangements

The Company has access to the following undrawn borrowing facilities at the end of the reporting period

The bank overdraft facility may be drawn at any time and may be terminated by the Bank without notice, subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time and have maturity period from 3 to 5 years.

27. Exposure to Liquidity Risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

28. Financial guarantees issued by the Company on behalf of associate entities are with respect to borrowings raised by the respective entities. These amounts will be payable on default by the concerned entities. As of the reporting date, none of the entities have defaulted and hence the Company does not have any present obligation to third parties in relation to such guarantees. The same has been disclosed as contingent liabilities. (Refer note 35 (c] (i]].

29. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices and will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to interest rate risk and the market value of the investments.

30. Currency Risk

The Company is exposed to currency risk on account of its trade and other payables in foreign currency. The functional currency of the Company is Indian Rupee. Currency risk is not material, as the Company does not have significant exposure in foreign currency,

31. Exposure to Currency Risk

The currency profile of Financial Assets and Financial Liabilities as at March 31, 2017, March 31, 2016 and April 1, 2015 are as below:

32. Interest Rate Risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

In order to optimize the Company''s position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. According to the Company interest rate risk exposure is only for floating rate borrowings. The interest rate profile of the Company''s interest-bearing financial instruments as reported to the management of the Company is as follows.

33. Employee Benefit Plans

The Company has classified various benefit plans as under:

34. Defined Contribution Plan

The Company makes contributions towards provident fund, superannuation fund and other retirement benefits to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

35. The Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the g LIC of India, a funded defined benefit plan for qualifying employees. The scheme provides for payment as under: §

36. On normal retirement / early retirement / withdrawal / resignation - As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

37. On death in service - As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31, 2017. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognized in the Company''s financial statements as at Balance Sheet date:

38. Movement in net Defined Benefit (Asset) Liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components.

39. Other Long Term Employee Benefits

Compensated absences are payable to employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement. The charge towards compensated absences for the year ended 31 March 2017 based on actuarial valuation using the projected unit credit method is Rs 6.22 crores (March 31, 2016 Rs 5.74 crores].

40. List of Related Parties and Transactions during the year as per IND AS 24 Related Party Disclosures

41. Controlling Entity

42. Ashok Piramal Group Real Estate Trust

43. Key Management Personnel

44. Ms. Urvi A. Piramal - Non Executive Chairperson (from 01/07/2015]

45. Mr. Rajeev A. Piramal - Vice Chairman & Managing Director

46. Mr. Mahesh S. Gupta - Group Managing Director

47. Mr. Nandan A. Piramal - Wholetime Director (from 26/10/2015]

48. Ms. Bhavna G. Doshi - Independent Director

49. Mr. Sudhindar K Khanna - Independent Director

50. Lt Gen (Retd] Deepak Summanwar - Independent Director

51. Mr. Pradipta K. Mohapatra - Independent Director (ceased to be related party from 13/03/2017]

52. Dr. Ajay Dua - Independent Director (ceased to be related party from 26/10/2015]

53. Late Mr. D. M. Popat - Independent Director (ceased to be related party from 28/08/2015]

54. Mr. Bharat Sanghavi - Chief Finance Officer

55. Mr. Rajashekhar Reddy - Company Secretary

56. Relatives of Key Management Personnel with whom transactions have been entered during the year

57. Mr. Harshvardhan A. Piramal - Son of Non Executive Chairperson

58. Ms. Sunita Gupta - Spouse of Group Managing Director

59. Ms. Kalpana Singhania - Sister of Non Executive Chairperson

60. Mr Gautam Doshi - Spouse of Independent Director

61. Mr. Nishith Sanghavi - Son of Chief Finance Officer

62. Subsidiary Companies

63. Peninsula Holdings and Investments Private Limited

64. Peninsula Mega Properties Private Limited

65. Peninsula Crossroads Private Limited

66. Pavurotti Real Estate Private Limited

67. Goodtime Real Estate Development Private Limited

68. Peninsula Mega Township Developers Limited

69. Peninsula GSG MHP Project - AOP (50% share] (subsidiary till 14/09/2016]

70. Midland Township Private Limited (ceased to be step down subsidiary from 19/10/2016 and became subsidiary from 19/10/2016]

71. Step Down Subsidiary Companies / Enterprises

72 Inox Mercantile Company Private Limited

73. Peninsula Facility Management Services Limited

74. Peninsula Investment Management Company Limited

75. Peninsula Pharma Research Centre Private Limited

76. Peninsula Trustee Limited

77. Planetview Mercantile Company Private Limited

78. RR Real Estate Development Private Limited

79. Takenow Property Developers Private Limited

80. Peninsula Integrated Land Developers Private Limited

81. Peninsula Mega-City Development Private Limited

82. Sketch Real Estate Private Limited

83. Topvalue Real Estate Development Limited (wef 31st March, 2017)

84. Argento Real Estate LLP

85. Gorena Real Estate LLP

86. Maxis Real Estate LLP

87. Nebustar Real Estate LLP

88. Regena Real Estate LLP

89. Eastgate Real Estate Developers LLP

90. Westgate Real Estate Developers LLP

91. Associates

92. SEW Engineering (India) Private Limited

93. RA Realty Ventures LLP

94. Rockfirst Real Estate Limited

95. JM Realty Management Private Limited

96. Step Down Associates

97. Goodhome Realty Limited

98. RR Mega City Builders Limited

99. Truewin Realty Limited

100. Joint Ventures

101. Bridgeview Real Estate Development LLP

102. Step Down Joint Ventures

103. HEM Infrastructure and Property Developers Private Limited

104. HEM Bhattad AOP

105. Peninsula Brookfield Trustee Private Limited (Equity is held through wholly owned subsidiary)

106. Peninsula Brookfield Investment Managers Private Limited (Equity is held through wholly owned subsidiary]

107. Topvalue Real Estate Development Limited (wef 31st March, 2017)

108. Entities where Key Management Personnel / their relatives exercise significant influence having transactions during the year

109. Ashok Piramal Management Corporation Limited

110. Freedom Registry Limited

111. Morarjee Textiles Limited

112. Thundercloud Technologies (India) Private Limited

113. Peninsula SA Realty Private Limited

114. Peninsula Townships Development Private Limited

115. Ashok Piramal Mega City Development Private Limited

116. Ashok Piramal Mega Properties Private Limited

117. Ashok Piramal Township Development Private Limited

118. Goldlife Mercantile Company Private Limited

119. Topvalue Brokers Private Limited

120. Piramal Land Private Limited

121. Highway Concessions One Private Limited (Formerly known as Piramal Roads Infra Private Limited)

122. Cromwell Tools (I) Private Limited

123. Miranda Bi-Metal Tools Private Limited (Formerly known as Miranda Ultra Tools Private Limited)

124. PMP Auto Components Private Limited

125. Powerjet Carriers and Transporters Private Limited

126. Delta Corp Limited

127. Enterprises where Key Management Personnel / their relatives exercise significant influence

128. Peninsula Land Limited ESOP Trust

129. Urvi Ashok Piramal Foundation

130. Morarjee Goculdas Spinning & Weaving Company Limited Senior ESOP Trust

131. Resources / Premises sharing with related parties

(Transactions involving resource / premise sharing with under mentioned related parties which are for non monetary consideration]

132. Subsidiaries and Step Down Subsidiaries

133. Peninsula Holdings and Investments Private Limited

134. Peninsula Mega Properties Private Limited

135. Peninsula Crossroads Private Limited

136. Pavurotti Real Estate Private Limited

137. Goodtime Real Estate Development Private Limited

138. Peninsula Mega Township Developers Limited

139. Peninsula GSG MHP Project - AOP (50% share]

140. Midland Township Private Limited

141. Inox Mercantile Company Private Limited

142. Peninsula Facility Management Services Limited

143. Peninsula Investment Management Company Limited

144. Peninsula Pharma Research Centre Private Limited

145. Peninsula Trustee Limited

146. Planetview Mercantile Company Private Limited

147. RR Real Estate Development Private Limited

148. Takenow Property Developers Private Limited

149. Peninsula Real Estate Management Private Limited

150. Peninsula Integrated Land Developers Private Limited

151. Peninsula Mega-City Development Private Limited

152. Sketch Real Estate Private Limited

153. Argento Real Estate LLP

154. Gorena Real Estate LLP

155. Maxis Real Estate LLP

156. Nebustar Real Estate LLP

157. Regena Real Estate LLP

158. Eastgate Real Estate Developers LLP

159. Westgate Real Estate Developers LLP

160. Companies where Key Management Personnel / their relatives exercise significant influence

161. Ashok Piramal Management Corporation Limited

162. Thundercloud Technologies (India] Private Limited

163. Peninsula SA Realty Private Limited

164. Peninsula Townships Development Private Limited

165. Ashok Piramal Mega City Development Private Limited

166. Ashok Piramal Mega Properties Private Limited

167. Ashok Piramal Township Development Private Limited

168. Goldlife Mercantile Company Private Limited

169. Topvalue Brokers Private Limited

170. Peninsula Mega City Development Private Limited

171. CAMS Learning Private Limited

172. EDUSTAR Learning Private Limited

173. Bridgepoint Learning Private Limited c Associate

174. Rockfirst Real Estate Limited

175. Step Down Associate

176. Peninsula GSG MHP Project - AOP (50% share)

178. Joint Venture

179. Bridgeview Real Estate Development LLP

General Terms of Lease Rentals:

180.. Lease Rentals are charged on the basis of agreed terms.

181.. Assets are taken on lease over a period of 4 to 5 years.

General Terms of Lease Rentals:

182. Lease Rentals are charged on the basis of agreed terms.

183. Assets are given on lease for a period ranging between 1 year to 10 years.

184. The lease agreements can be renewed on mutually agreed terms with the lessee.

185. Earnings Per Share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent (after adjusting for interest on the convertible preference shares] by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

186. Disclosure as per The Micro, Small and Medium Enterprises Development Act, 2006

Company has sent letters to suppliers to confirm whether they are covered under Micro, Small and Medium Enterprises Development Act 2006 as well as they have filed required memorandum with the prescribed authorities. Out of the letters sent to the parties, some confirmations have been received till the date of finalization of Balance Sheet. Based on the confirmations received, the outstanding amounts payable to suppliers covered under Micro, Small and Medium Enterprises Development Act 2006 are given below.

187. Corporate Social Responsibility Expenditure (CSR)

Disclosure as required under Section 135 of Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are as under:

188. Gross amount required to be spent by the Company during the year Rs.NIL (previous year Rs.1.66 crores) b CSR expenditure incurred during the year

The Company undertakes its Corporate Social Responsibility (CSR) activities through Urvi Ashok Piramal Foundation. The foundation operates in areas of health, vocational skill training, environment and education. The Company has contributed Rs.1.65 crores (previous year Rs.1.66 crores) to the foundation for undertaking CSR activities as defined under CSR rules.

189. Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents.

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Deferred Tax Assets include Rs.65.90 crores (PY Rs.44.76 crores) on account of unabsorbed tax losses. Such tax losses include losses recorded consequent to the scheme of merger of certain Group Companies with the Company in an earlier year. Based on realistic estimates of future stream of earnings only from (a) the currently operational projects and (b) sale of a plot of land, which is at an advance stage of negotiations, the management considered that it is virtually certain that the Company will generate sufficient taxable income to utilize such tax losses

Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

190. MAT Credit Entitlement of Rs.53.13 crores (Previous year Rs.53.13 crores) is based on future performance of the Company as projected by the Management which has been relied upon by the Auditors.

191. As per Notification of Ministry of Corporate Affairs dated 30th March 2017 details of specified bank notes (SBN) held and transacted during the period from 8th November 2016 to 30th December 2016 are as provided in table below.

192. Segment Reporting

Based on the "Management Approach" as defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker (CODM] evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators of business, the segments in which the Company operates. The Company is primarily engaged in the business of real estate development which the Management and CODM recognize as the sole business segment. Hence disclosure of segment- wise information is not required and accordingly not provided.

193. Joint Operation

The Company''s share of interest in joint operations as at 31 March 2017 is set out below. The principal place of business of all these joint operations is in India.

Classification of joint operation

The Company has entered into an joint operation arrangement through a joint development agreement wherein the Company is the developer and the other partner is land owner with other rights and obligations related to any other operation related matter as defined in the agreement. Rights and obligations related to project are defined in the agreement.

194. Contractual Obligations

Ensuring repairs and preventive maintenance of the property and payment of related municipal taxes.

195. Leasing Arrangements

In view of the recent revaluation of investment property, the Management is of the view that the carrying value can be considered as fair value

The Company obtains independent valuations for its investment properties, in the event where observable current market prices are not available. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available, the group considers information from a variety of source including:

196. Current price in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those balances.

197. Discounted cash flow projections based on reliable estimates of future cash flows.

198. Capitalized income projections based upon a property''s estimated net market income, and a capitalization rate derived from an analysis of market evidence.

199. The fair values of investment properties have been determined by ABC Consultants. The main inputs used are the rental growth rates, expected vacancy rates, terminal yields and discount rates based on comparable transactions and industry data. All resulting fair value estimates for investment properties are included in Level 3.

200. The Company has made Nil (previous year Nil] donations to political parties during the year.

201. Previous year figures have been regrouped / reclassified wherever necessary to conform to current year''s classification.

202. The figures have been rounded off to two decimals in crores.

203. The Company is registered with Ministry of Corporate Affairs under CIN L17120MH1871PLC000005

204. There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the Balance Sheet date.


Mar 31, 2016

1 OTHER NOTES FORMING PART OF FINANCIAL STATEMENTS

2 Company Profile

The Company is primarily engaged in the business of real estate development. The core business activities are carried out under various business models like own development, through subsidiaries, associates, joint ventures and joint development and other arrangements with third parties. The Company also earns income from renting of properties held by it.

3 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realized in the ordinary course of business. The provisions for all known liabilities are adequate.

4 Recognition of Income and Expenses for on-going projects are based upon actual sales value, estimated costs, Managements judgment of overall project profitability and work completion status. The work completion status is determined based on the actual costs incurred vis-a-vis the estimated cost of the project. The estimated costs of every project are reviewed periodically and revised whenever required. The consequential effect of such revision is considered in the year of revision and over the balance future period of the project.

5 Employee Benefit Plans

The Company has classified various benefit plans as under:

a Defined Contribution Plan

The Company has recognized the following amounts in Profit and Loss Account which are included under Contributions to Funds under Employee Benefit Expenses (refer note 19)

b Defined Benefit Plan and Other Long Term Employee Benefits

i. Gratuity (Funded)

ii. Leave Encashment (Non funded)

In terms of the Guidance Note on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Gratuity Trust set up by the Company is treated as defined benefit plan since the Company has to meet the shortfall, if any. However at the year end, no shortfall remains unprovoked for.

Leave encashment is payable to eligible employees who have earned leaves during the employment and / or separation as per the Company''s policy.

Valuations in respect of Gratuity and Leave Encashment, as at the Balance Sheet date, are based on the following assumptions.

Note: As the Company does not have plan assets for leave encashment policy, disclosures pertaining to plan assets are not shown.

6 List of Related Parties and Transactions during the year as per AS 18 Related Party Disclosures

a. Controlling Entity

(i) Ashok Piramal Group Real Estate Trust

b Subsidiary Companies

(i) Peninsula Holdings and Investments Private Limited

(ii) Renato Finance and Investments Private Limited (ceased to be a subsidiary from 01/10/2014)

(iii) Peninsula Mega Properties Private Limited

(iv) Peninsula Crossroads Private Limited

(v) Pavurotti Real Estate Private Limited

(vi) Goodtime Real Estate Development Private Limited

(vii) Peninsula Mega Township Developers Limited

(viii) Flaxo Real Estate Private Limited (ceased to be subsidiary from 01/10/2014 and step down subsidiary till 31/07/2014)

c Step Down 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) Midland Township Private Limited

(xiii) Sketch Real Estate Private Limited

(xiv) Hem Infrastructure and Property Developers Private Limited

d Enterprises over which Company exercises significant control

(i) Argento Real Estate LLP

(ii) Gorena Real Estate LLP

(iii) Maxis Real Estate LLP

(iv) Nebustar Real Estate LLP

(v) Regena Real Estate LLP

(vi) Eastgate Real Estate Developers LLP

(vii) Westgate Real Estate Developers LLP

(viii) Peninsula GSG MHP Project - AOP (50% share)

e Associates

(i) JM Realty Management Private Limited

(ii) SEW Engineering (India) Private Limited

(iii) RA Realty Ventures LLP

f Step Down Associate

(i) HEM Bhattad AOP

g Companies where Key Management Personnel / their relatives exercise significant influence having transactions during the year

(i) Ashok Piramal Management Corporation Limited

(ii) Freedom Registry Limited

(iii) Morarjee Textiles Limited

(iv) Thundercloud Technologies (India) Private Limited

(v) Peninsula SA Realty Private Limited

(vi) Peninsula Townships Development Private Limited

(vii) Rockfirst Real Estate Limited (ceased to be related party from 11/11/2014)

(viii) Ashok Piramal Mega City Development Private Limited

(ix) Ashok Piramal Mega Properties Private Limited

(x) Ashok Piramal Township Development Private Limited

(xi) Goldlife Mercantile Company Private Limited

(xii) Pune Football Club Limited

(xiii) Topvalue Brokers Private Limited

(xiv) CAMS Learning Private Limited

(xv) EDUSTAR Learning Private Limited

(xvi) Bridgepoint Learning Private Limited

(xvii) Piramal Land Private Limited

(xviii) Highway Concessions One Private Limited (Formerly known as Piramal Roads Infra Private Limited)

(xix) Cromwell Tools (I) Private Limited

(xx) Miranda Bi-Metal Tools Private Limited (Formerly known as Miranda Ultra Tools Private Limited)

(xxi) PMP Auto Components Private Limited

(xxii) Peninsula Brookfield Capital Advisors Limited

(xxiii) Powerjet Carriers and Transporters Private Limited

(xxiv) Delta Corp Limited

h Joint Ventures

(i) Bridgeview Real Estate Development LLP

(ii) Peninsula Brookfield Trustee Private Limited (Equity is held through wholly owned subsidiary)

(iii) Peninsula Brookfield Investment Managers Private Limited (Equity is held through wholly owned subsidiary)

i Enterprises where Key Management Personnel / their relatives exercise significant influence

(i) Peninsula Land Limited ESOP Trust

(ii) Urvi Ashok Piramal Foundation

(iii) Morarjee Goculdas Spinning & Weaving Company Limited Senior ESOP Trust

j Key Management Personnel

(i) Ms. Urvi A. Piramal - Non Executive Chairperson (from 01/07/2015)

(ii) Mr. Rajeev A. Piramal - Vice Chairman & Managing Director

(iii) Mr. Mahesh S. Gupta - Group Managing Director

(iv) Mr. Nandan A. Piramal - Whole time Director (from 26/10/2015)

(v) Mr. Bharat S Sanghavi - Chief Financial Officer

(vi) Mr. Rajashekhar Reddy - Company Secretary

k Relatives of Key Management Personnel with whom transactions have been entered during the year

(i) Mr. Harshvardhan A. Piramal - Son of Non Executive Chairperson

(ii) Ms. Sunita Gupta - Spouse of Group Managing Director

(iii) Ms. Kalpana Singhania - Sister of Non Executive Chairperson

(iv) Mr. Nishith Sanghavi - Son of Chief Financial Officer

XIX Resources / Premises sharing with related parties

(Transactions involving resource / premise sharing with under mentioned related parties which are for non monetary consideration)

a Subsidiaries and Step Down Subsidiaries

(i) Peninsula Mega Properties Private Limited

(ii) Peninsula Holdings and Investments Private Limited

(iii) Renato Finance and Investments Private Limited

(iv) Inox Mercantile Company Private Limited

(v) Peninsula Facility Management Services Limited

(vi) Peninsula Investment Management Company Limited

(vii) Peninsula Mega Township Developers Limited

(viii) Peninsula Pharma Research Centre Private Limited

(ix) Peninsula Trustee Limited

(x) Planet view Mercantile Company Private Limited

(xi) RR Mega Property Developers Private Limited

(xii) RR Real Estate Development Private Limited

(xiii) Takenow Property Developers Private Limited

(xiv) Peninsula Mega City Development Private Limited

(xv) Peninsula Real Estate Management Private Limited

(xvi) Peninsula Crossroads Private Limited

(xvii) Goodtime Real Estate Development Private Limited

(xviii) Flaxo Real Estate Private Limited

(xix) Peninsula Integrated Land Developers Private Limited

b Companies where Key Management Personnel / their relatives exercise significant influence

(i) Ashok Piramal Management Corporation Limited

(ii) Thundercloud Technologies (India) Private Limited

(iii) Peninsula SA Realty Private Limited

(iv) Peninsula Townships Development Private Limited

(v) Rockfirst Real Estate Limited

(vi) Ashok Piramal Mega City Development Private Limited

(vii) Ashok Piramal Mega Properties Private Limited

(viii) Ashok Piramal Township Development Private Limited

(ix) Goldlife Mercantile Company Private Limited

(x) Pune Football Club Limited

(xi) Topvalue Brokers Private Limited

(xii) Peninsula Mega City Development Private Limited

(xiii) CAMS Learning Private Limited

(xiv) EDUSTAR Learning Private Limited

(xv) Bridgepoint Learning Private Limited

c Enterprises over which Company exercises significant control

(i) Argento Real Estate LLP

(ii) Gorena Real Estate LLP

(iii) Maxis Real Estate LLP

(iv) Nebustar Real Estate LLP

(v) Regena Real Estate LLP

(vi) Eastgate Real Estate Developers LLP

(vii) Westgate Real Estate Developers LLP

(viii) Peninsula GSG MHP Project - AOP (50% share)

d Joint Venture

(i) Bridgeview Real Estate Development LLP

8.a Related Party Disclosure as per Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Loans and Advances to Subsidiaries, Associates and Companies / Enterprises under the same Management (Repayment schedule not given as these are repayable on demand and interest free except as stated otherwise)

Total lease rental cost recognized in the financial statement is Rs, 0.64 Crores [Previous Year Rs, 0.81 Crores]. This rental cost is inclusive of service tax.

General Terms of Lease Rentals:

a. Lease Rentals are charged on the basis of agreed terms.

b. Assets are taken on lease over a period of 4 to 5 years.

Total lease rental income recognized in the financial statement is Rs, 34.33 Crores (Previous year Rs, 36.64 Crores) General Terms of Lease Rentals:

a. Lease Rentals are charged on the basis of agreed terms.

b. Assets are given on lease for a period ranging between 1 year to 10 years.

c. The lease agreements can be renewed on mutually agreed terms with the lessee.

Deferred Tax Assets include Rs, 65.90 crores (PY Rs, 44.76 crores) on account of unabsorbed tax losses. Such tax losses include losses recorded consequent to the scheme of merger of certain Group Companies with the Company in an earlier year. Based on realistic estimates of future stream of earnings only from (a) the currently operational projects and (b) sale of a plot of land, which is at an advance stage of negotiations, the management considered that it is virtually certain that the Company will generate sufficient taxable income to utilise such tax losses.

9.Corporate Social Responsibility Expenditure (CSR)

Disclosure as required under Section 135 of Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are as under:

a Gross amount required to be spent by the company during the year Rs, 1.66 crores (previous year Rs, 3 crores) b CSR expenditure incurred during the year

Figures in bracket pertain to previous year

The Company undertakes its Corporate Social Responsibility (CSR) activities through Urvi Ashok Piramal Foundation. The foundation operates in areas of health, vocational skill training, environment and education. The Company has contributed Rs, 1.66 crores (previous year Rs, 2.02 crores) to the foundation for undertaking CSR activities as defined under CSR rules.

10. Segment Reporting

Since the financial statements contain both consolidated and standalone financials, segment reporting disclosure is provided in notes to consolidated financial statements.

11. MAT Credit Entitlement of Rs, 53.13 crores (Previous year Rs, 55.26 crores) is based on future performance of the Company as projected by the Management which has been relied upon by the Auditors.

12. Previous year figures have been regrouped / reclassified wherever necessary to conform to current year''s classification.

13. The figures have been rounded off to two decimals in crores.

14. The Company is registered with Ministry of Corporate Affairs under CIN L17120MH1871PLC000005


Mar 31, 2015

1. Terms /rights attached to Equity shares

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity share is entitled to one vote per share. All shares rank pari passu with regard to dividend and repayment of capital.

Board of Directors have recommended a dividend of Rs. 0.30 (P.Y. Rs. 0.40 ) per equity share 15% (P.Y. 20%) of Face value of equity share of Rs. 2).

2. Terms /rights attached to 5% Cumulative Redeemable Preference Shares:

The Company has issued only one class of Preference shares having par value of Rs 10 each and are redeemable on the expiry of ten years from the date of allotment,with an option for the Company for early redemption but not before 18 months from the date of allotment 25th January 2006.The preference shareholder do not have any voting right.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company in proportion to the number of equity shares held by the shareholders,after distribution of all preferential amounts.

3 Company Profile

The Company is primarily engaged in the business of real estate development. The core business activities are carried out under various business models like own development, through subsidiaries, associates, joint ventures and joint development and other arrangements with third parties. The company also earns income from the renting of properties held by it.

4 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realised in the ordinary course of business. The provisions for all known liabilities are adequate.

5 Effective April 1,2014, pursuant to and in line with the requirements of Schedule II to the Companies Act, 2013, except in case of certain assets as disclosed in Accounting Policy on Depreciation, the company has reviewed and revised the useful lives of tangible fixed assets including their major components, with the help of relevant technical experts, and effected the following changes with respect to provision of depreciation:

(A) In respect of assets where the remaining useful life as on April 1, 2014, is 'Nil', their carrying amounts after retaining the residual value if any, aggregating Rs. 0.85 crores (net of tax effect of Rs. 0.44 crores), has been adjusted against the opening balance of retained earnings as on that date.

(B) In respect of all other assets, depreciation is provided under the Straight Line Method (SLM). Their carrying amounts as at April 1,2014, are depreciated over their remaining useful lives. Pursuant to this, the depreciation for the year is higher by Rs. 1.48 crores. There has also been a change of method of charging depreciation from Written Down Value (WDV) to Straight Line Method (SLM), in respect of certain assets. Hence, as required by Accounting Standard 6 on Depreciation Accounting, issued by the ICAI, the depreciation on such assets has been re-computed retrospectively and the resultant surplus as at April1 2014, of Rs. 9.86 crores has been credited to the statement of profit and loss for the year, as an exceptional item.

6 For the FY 2013-14, the Company had applied to the Central Government under section 309 (5B) of the Companies Act, 1956 for approval of remuneration paid to three executive directors in excess by Rs. 3.26 crores, of limits specified in section 309 read with section 198 of the Act due to inadequate profits for that year. Thereafter, pursuant to the directions from the Ministry of Corporate Affairs, the company has re-submitted the application duly supported with a Special Resolution of Shareholders approving (with more than 98% of the total votes polled) both the remuneration already paid for FY 2013-14 and proposed to be paid to these directors till the end of their respective tenure of appointment, which includes Rs. 4.54 crores paid in excess of the limits, prescribed under Section 197 (3 ) read with Schedule V of Companies Act, 2013, for FY 2014-15. These approvals are awaited and the Company shall recover such excess remuneration from the respective Directors during financial year 2015-16 in case of its non approval from the Central Government.

7 Commitments and Contingent Liabilities

(Rs. In Crores)

Particulars As At As At 31.03.2015 31.03.2014

a. Claims against the Company not acknowledged as debts in respect of i Disputed claims relating to certain projects 5.69 5.64

b. Shortfall undertaking given to Financial Institutions (for an associates) 120.00 120.00

8 Recognition of Income and Expenses for on-going projects are based upon actual sales value, estimated costs, Managements judgement of overall project profitability and work completion status. The work completion status is determined based on the actual costs incurred vis-a-vis the estimated cost of the project. The estimated costs of every project are reviewed periodically and revised whenever required. The consequential effect of such revision is considered in the year of revision and over the balance future period of the project.

9 Employee Stock Option Scheme (ESOS)

a During the year, the Company had granted NIL (Previous Year NIL) Employee Stock Options to the employees of the Company.

b The company had granted stock options to employees under the Employees Stock Option Scheme 2006 at grant price of Rs. 70/- (face value Rs. 2/-)

b Denned Benefit Plan:

i. Gratuity (Funded)

ii Leave Encashment (Non funded)

In terms of the Guidance Note on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Gratuity Trust set up by the Company is

treated as defined benefit plan since the Company has to meet the shortfall, if any. However at the year end, no shortfall remains unprovided for.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or separation as per the Company's policy.

Valuations in respect of Gratuity and Leave Encashment, as at the Balance Sheet date, are based on the following assumptions.

10 List of Related Parties and Transactions during the year.

I Controlling Entity

(i) Ashok Piramal Group Real Estate Trust

II Subsidiary Companies

(i) Peninsula Holdings and Investments Private Limited

(ii) Renato Finance and Investments Private Limited (ceased to be a subsidiary from 01/10/2014)

(iii) Peninsula Mega Properties Private Limited

(iv) Peninsula Crossroads Private Limited

(v) Pavurotti Real Estate Private Limited

(vi) Goodtime Real Estate Development Private Limited

(vii) Peninsula Mega Township Developers Limited

(viii) Flaxo Real Estate Private Limited (ceased to be subsidiary from 01/10/2014 and step down subsidiary till 31/07/2014)

III Step Down 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) Midland Township Private Limited

(xiii) Sketch Real Estate Private Limited

(xiv) Hem Infrastructure and Property Developers Private Limited

(xv) City Parks Private Limited (merged with Peninsula Land Limited w.e.f. August 1,2013)

IV Enterprises over which Company exercise significant control (treated as subsidiaries for consolidation)

(i) Argento Real Estate LLP

(ii) Gorena Real Estate LLP

(iii) Maxis Real Estate LLP

(iv) Nebustar Real Estate LLP

(v) Regena Real Estate LLP

(vi) Eastgate Real Estate LLP

(vii) Westgate Real Estate Developers LLP

(viii) Peninsula GSG MHP Project - AOP (50% share)

V Associate Companies with whom the Company had transactions during the year

(i) JM Realty Management Private Limited

(ii) SEW Engineering (India) Private Limited

(iii) RA Realty Ventures LLP

VI Step Down Associates with whom the Company had transactions during the year

(i) HEM Bhattad AOP

VII Companies where Key Management Personnel /their relatives exercise significant influence

(i) Ashok Piramal Management Corporation Limited

(ii) Freedom Registry Limited

(iii) Morarjee Textiles Limited

(iv) Thundercloud Technologies (India) Private Limited

(v) Peninsula SA Realty Private Limited

(vi) Peninsula Townships Development Private Limited

(vii) Rockfirst Real Estate Limited

(viii) Ashok Piramal Mega City Development Private Limited

(ix) Ashok Piramal Mega Properties Private Limited

(x) Ashok Piramal Township Development Private Limited

(xi) Goldlife Mercantile Company Private Limited

(xii) Pune Football Club Limited

(xiii) Topvalue Brokers Private Limited

(xiv) CAMS Learning Private Limited

(xv) EDUSTAR Learning Private Limited

(xvi) Bridgepoint Learning Private Limited

(xvii) Piramal Land Private Limited

(xviii) Highway Concessions One Private Limited (Formerly known as Piramal Roads Infra Private Limited)

(xix) APG Infrastructure Private Limited

(xx) Cromwell Tools (I) Private Limited

(xxi) Miranda Few Tools Private Limited

(xxii) Miranda Ultra Tools Private Limited

(xxiii) PMP Auto Components Private Limited

(xxiv) Peninsula Brookfield Capital Advisors Limited

(xxv) Topvalue Real Estate Development Limited

(xxvi) Powerjet Carriers and Transporters Private Limited

(xxvii) Delta Corp Limited

VIII Joint Venture

(i) Bridgeview Real Estate Development LLP

(ii) Peninsula BrookfieldTrustee Private Limited (equity is held through wholly owned subsidiary)

(iii) Peninsula Brookfield Investment Managers Private Limited (equity is held through wholly owned subsidiary)

IX Enterprises where Key Management Personnel /their relatives exercise significant influence

(i) Ashok G. Piramal Trust

(ii) Peninsula Land Limited ESOP Trust

(iii) Urvi Ashok Piramal Foundation

(iv) Morarjee Goculdas Spinning and Weaving Company Limited Senior ESOP Trust

X Key Management Personnel

(i) Ms. Urvi A. Piramal - Executive Chairperson

(ii) Mr. Rajeev A. Piramal- Executive Vice Chairman & MD

(iii) Mr. Mahesh S. Gupta - Group Managing Director

(iv) Mr. Bharat S. Sanghavi - Chief Financial Officer

(v) Mr. Rajashekhar Reddy - Company Secretary

XI Relatives of Key Management Personnel

(i) Mr. Harshvardhan A. Piramal - Son of Executive Chairperson

(ii) Mr. Nandan A. Piramal - Son of Executive Chairperson

(iii) Mr. Jaydev Mody - Brother of Executive Chairperson

(iv) Ms. Sunita Gupta - Spouse of Group Managing Director

(v) Ms. Kalpana Singhania - Sister of Executive Chairperson

(vi) Mr Nishith Sanghavi - Son ofChief Financial Officer

XX Resources/Premises sharing with related parties Transactions involving resource/premise sharing with undermentioned related parties which are for non monetary consideration a Subsidiaries and Step Down Subsidiaries

(i) Peninsula Mega Properties Private Limited

(ii) Peninsula Holdings and Investments Private Limited

(iii) Renato Finance and Investments Private Limited (ceased to be a subsidiary from 01/10/2014)

(iv) Inox Mercantile Company Private Limited

(v) Peninsula Facility Management Services Limited

(vi) Peninsula Investment Management Company Limited

(vii) Peninsula Mega Township Developers Limited

(viii) Peninsula Pharma Research Centre Private Limited

(ix) Peninsula Trustee Limited

(x) Planetview Mercantile Company Private Limited

(xi) RR Mega Property Developers Private Limited

(xii) RR Real Estate Development Private Limited

(xiii) Takenow Property Developers Private Limited

(xiv) Peninsula Mega City Development Private Limited

(xv) Peninsula Real Estate Management Private Limited

(xvi) Peninsula Crossroads Private Limited

(xvii) Goodtime Real Estate Development Private Limited

(xviii) Flaxo Real Estate Private Limited (ceased to be a subsidiary from 01 /10/2014)

(xix) Peninsula Integrated Land Developers Private Limited

b Companies where Key Management Personnel /their relatives exercise significant influence

(i) Ashok Piramal Management Corporation Limited

(ii) Thundercloud Technologies (India) Private Limited

(iii) Peninsula SA Realty Private Limited

(iv) Peninsula Townships Development Private Limited

(v) Rockfirst Real Estate Limited

(vi) Ashok Piramal Mega City Development Private Limited

(vii) Ashok Piramal Mega Properties Private Limited

(viii) Ashok Piramal Township Development Private Limited

(ix) Goldlife Mercantile Company Private Limited

(x) Jammin Recreation Private Limited

(xi) Pune Football Club Limited

(xii) Topvalue Brokers Private Limited

(xiii) Peninsula Mega City Development Private Limited

(xiv) CAMS Learning Private Limited

(xv) EDUSTAR Learning Private Limited

(xvi) Bridgepoint Learning Private Limited

c Enterprises over which Company exercise significant control

(i) Argento Real Estate LLP

(ii) Gorena Real Estate LLP

(iii) Maxis Real Estate LLP

(iv) Nebustar Real Estate LLP

(v) Regena Real Estate LLP

(vi) Eastgate Real Estate Developers LLP

(vii) Westgate Real Estate Developers LLP

(viii) Peninsula GSG MHP Project - AOP (50% share) d Joint Venture

(i) Bridgeview Real Estate Development LLP

(ii) Peninsula Brook field Trustee Private Limited

(iii) Peninsula Brookfield Investment Managers Private Limited * Merged With PLL

11 Corporate Social Responsibility Expenditure

Disclosure as required under Section 135 of Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are as under:

12 Segment Reporting

Since the financial statements contain both consolidated and standalone financials, segment reporting disclosure is provided in notes to consolidated financial statements.

13 MAT Credit Entitlement of Rs. 55.26 crores (Previous year Rs. 60.42 crores) is based on future performance of the Company as projected by the Management which has been relied upon by the Auditors.

14 Previous year figures have been regrouped / reclassified wherever necessary to conform to current year's classification.

15 The figures have been rounded offto two decimals in crores.

16 The Company is registeredwith Ministry of Corporate AffairsunderCIN L17120MH1871PLC000005


Mar 31, 2014

1 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realised in the ordinary course of business. The provisions for all known liabilities are adequate.

2 The financial statements for the year ended March 31, 2014 have considered the effect of a Composite Scheme of Arrangement and Amalgamation u/s 391 to 394 of the Companies Act 1956 (Scheme), duly sanctioned by the High Court of Judicature at Mumbai vide its order dated 25th October 2013 and filed with the ROC on 7th November 2013 (Effective Date), whereby the company has taken over the real estate businesses of four of its wholly owned subsidiaries as under:

(a) Demerger of the real estate business undertaking of Peninsula Mega Township Developers Limited ("Demerged Undertaking") into the Company with effect from the appointed date of 1st of April 2013.

(b) Amalgamation of Wismore Real Estate Private Limited, R R Mega Property Developers Private Limited and City Parks Private Limited ("Amalgamating entities") with the Company with effect from the Appointed Dates of 1st April 2013, 1st April 2013 and 1st August 2013 respectively.

3 To the extent of the effect of the Scheme, the current year''s figures are not comparable with the previous year figures.

4 Pursuant to and as stipulated in the Scheme, the Company has, on appointed date, inter alia restated (in case of demerged undertaking) and recorded (in the case of amalgamating entities) the value of real estate work in progress in its books lower by Rs. 86.85 crores and Rs. 134.39 crores respectively, to comprise only cost of land and directly attributable operational costs of development activities. All other assets and liabilities are recorded at their respective book values. This along with other accounting effects of the Scheme aggregating to Rs. 92.98 crores (comprising of cancellation of investments of Rs. 72.60 crores, other merger related effects and expenses of Rs. 10.01 crores and provision for diminution in value of advances given to employee stock option trust of Rs. 10.37 crores) have been adjusted against the Capital Reserve - Rs. 1.85 crores and against the General Reserve - Rs. 230.24 crores (net of the tax effect thereon of Rs. 82.13 crores). The tax effect pertaining to the current year of Rs. 21.05 crores has been charged to P&L A/c as a part of tax expense and the remaining unadjusted tax effect of Rs. 61.08 crores is carried forward under other current assets. This is in compliance with the Announcement of ICAI relating to accounting for "Tax adjustments of expenses directly debited to Reserves".

5 Though mandated by the Scheme duly sanctioned by the Honorable High Court of Mumbai, the aforesaid accounting treatment of recording of real estate WIP of amalgamating entities at their defined value as aforesaid and the adjustment of the aforesaid amounts against Reserves instead of routing the same through Statement of Profit & Loss is not entirely in conformity with Accounting Standard AS-14 "Accounting for Amalgamations". Had the same been routed through profit and loss account, the profit would have been lower by Rs. 293.17 crores.

6 No shares have been alloted or any consideration paid pursuant to the scheme as the respective merging entities are wholly owned subsidiaries of the company.

7 Employee benefit expenses include Rs. 9.55 crores paid as the contracted remuneration to three executive directors in whole-time employment with the company, of which Rs. 3.26 crores is in excess of the limits specified in section 309 read with Section 198 of the Companies Act, 1956, which has resulted due to lower profit for the year. The Company had, during the year, applied to the Central Government under section 309 (5B) of the Act, for approval of such excess remuneration paid and the same is awaited.

8 Commitments and Contingent Liabilities (Rs. In Crores)

As At As At 31.03.2014 31.03.2013

a. Claims against the Company not acknowledged as debts in respect of

i Income tax demand under appeal (excluding contingent interest) - 3.58

(Comprising additions made during assessments disputed by the Company)

ii Others 5.64 -

b. Estimated amount of contracts remaining to be executed on capital account and not provided for - 5.70 (Net off Advances Rs. NIL previous year Rs. 8.00 crores)

9 Recognition of Income and Expenses for on-going projects are based upon actual sales value, estimated costs, Managements judgement of overall project profitability and work completion status. The work completion status is determined based on the actual costs incurred vis-a-vis the estimated cost of the project. The estimated costs of every project are reviewed periodically and revised whenever required. The consequential effect of such revision is considered in the year of revision and in the balance future period of the project.

10 Employee Stock Option Scheme (ESOS)

a During the year, the Company had granted NIL (Previous Year NIL) Employee Stock Options to the employees of the Company.

b The company had granted stock options to employees under the Employees Stock Option Scheme 2006 at grant price of Rs. 70/- (face value Rs. 2/-)

11 Employee Benefit Plans

The Company has classified various benefit plans as under:

a Defined Contribution Plan

The Company has recognised the following amounts in Profit and Loss Account which are included under Contributions to Funds

b Defined Benefit Plan:

i. Gratuity (Funded)

ii Leave Encashment (Non funded)

In terms of the Guidance Note on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Gratuity Trust set up by the Company is treated as defined benefit plan since the Company has to meet the shortfall, if any. However at the year end, no shortfall remains unprovided for.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or separation as per the Company''s policy.

Valuations in respect of Gratuity and Leave Encashment, as at the Balance Sheet date, are based on the following assumptions.

12 Earnings Per Share (EPS)

In determining earnings per share, the Company considers the net profit after tax and includes the post tax effect of any extra - ordinary / exceptional items. The number of shares in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair price (i.e. the average market value of outstanding shares). Statement showing the computation of EPS is as under:

13 The Micro, Small and Medium Enterprises Development Act, 2006

Company has sent letters to suppliers to confirm whether they are covered under Micro, Small and Medium Enterprises Development Act 2006 as well as they have filed required memorandum with the prescribed authorities. Out of the letters sent to the parties, some confirmations have been received till the date of finalisation of Balance Sheet. Based on the confirmations received, the outstanding amounts payable to suppliers covered under Micro, Small and Medium Enterprises Development Act 2006 are given below.

14 MAT Credit Entitlement of Rs. 60.42 crores (Previous year Rs. 50.09 crores) is based on future performance of the Company as projected by the Management which has been relied upon by the Auditors.

15 Previous year figures have been regrouped / reclassified wherever necessary to conform to current year''s classification.


Mar 31, 2013

1 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realised in the ordinary course of business. The provisions for all known liabilities are adequate.

2 Commitments and Contingent Liabilities

(Rs. in Crores) - Particulars As At As At 31.03.2013 31.03.2012 a. Claims against the Company not acknowledged as debts in respect of

b Income tax demand under appeal (excluding contingent interest) 3.58 31.81

(Comprising additions made during assessments disputed by the Company)

b. Estimated amount of contracts remaining to be executed on capital account and not 5.70 8.70 provided for (Net off Advances Rs. 8.00 crores previous year Rs. 5.00 crores)

3 Recognition of Income and Expenses for on-going projects are based upon actual sales value, estimated costs, and work completion status as certified by architects, which being technical matters, are being relied upon by the auditors.. The estimated costs of every project are reviewed periodically and revised whenever required. The consequential effect of such revision is considered in the year of revision and in the balance future period of the project.

4 Employee Stock Option Scheme (ESOS) S

a During the year, the Company had granted NIL (Previous Year NIL ) Employee Stock Options to the employees of |. the Company. &

b The company had granted stock options to employees under the Employees Stock Option Scheme 2006 at grant o price of Rs. 70/- (face value Rs. 2/-) s

5 Employee Benefit Plans

The Company has classified various benefit plans as under:

a Defined Contribution Plan

The Company has recognised the following amounts in Profit and Loss Account which are included under Contributions to Funds

b Defined Benefit Plan:

i. Gratuity (Funded)

ii Leave Encashment (Non funded)

In terms of the Guidance Note on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Gratuity Trust set up by the Company is treated as defined benefit plan since the Company has to meet the shortfall, if any. However at the year end, no shortfall remains unprovided for.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or separation as per the Company''s policy.

Valuations in respect of Gratuity and Leave Encashment, as at the Balance Sheet date, are based on the following assumptions.

6 List of Related Parties and Transactions during the year.

I Controlling Entities

(i) Ashok Piramal Group Real Estate Trust

(ii) Morarjee Goculdas Spinning & Weaving Company Limited Senior ESOP Trust

II Subsidiary Companies

(i) Peninsula Mega Properties Private Limited

(ii) Peninsula Holdings and Investments Private Limited

(iii) Renato Finance and Investments Private Limited

(iv) Peninsula Crossroads Private Limited

III Step Down Subsidiary Companies

(i) City Parks Private Limited (Onestar Mercantile Company Private Limited merge with the Company during the year)

(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) Hem Infrastructure and Development Private Limited

(xvi) Flaxo Real Estate Private Limited

(xvii)Wismore Real Estate Private Limited

(xviii) Pavurotti Finance and Investments Private Limited

(xix) Peninsula Integrated Land Developers Privated Limited

IV Associate Companies with whom the Company had transactions during the year

(i) JM Realty Management Private Limited

(ii) SEW Engineering (India) Private Limited

(iii) RA Realty Ventures Private Limited

V Key Management Personnel

(i) Ms. Urvi A. Piramal - Executive Chairperson

(ii) Mr. Rajeev A. Piramal - Vice Chairman & Managing Director

(iii) Mr. Mahesh S. Gupta - Group Managing Director

(iv) Mr. Rajesh Jaggi - Managing Director (upto October 31, 2012)

VI Relatives of Key Management Personnel

(i) Mr. Harshvardhan A. Piramal - Son of Executive Chairperson

(ii) Mr. Nandan A. Piramal - Son of Executive Chairperson

(iii) Mr. Jaydev Mody - Brother of Executive Chairperson

(iv) Ms. Sunita Gupta - Spouse of Group Managing Director

(v) Ms. Kalpana Singhania - Sister of Executive Chairperson

VII Companies where Key Management Personnel /their relatives exercise significant influence

(i) Ashok Piramal Management Corporation Limited

(ii) Freedom Registry Limited

(iii) Morarjee Textiles Limited

(iv) Thundercloud Technologies (India) Private Limited

(v) Peninsula SA Realty Private Limited

(vi) Peninsula Townships Development Private Limited

(vii) Delta Corp Limited

(viii) Rockfirst Real Estate Limited

(ix) Ashok Piramal Mega - City Development Private Limited

(x) Ashok Piramal Mega Properties Private Limited

(xi) Ashok Piramal Township Development Private Limited

(xii) Goldlife Mercantile Company Private Limited

(xiii) Jammin Recreation Private Limited

(xiv) Pune Football Club Limited

(xv) Topvalue Brokers Private Limited

(xvi) Integra Appareals & Textiles Limited, a division of Morarjee Textiles Limited

(xvii)CAMS Learning Private Limited

(xviii) EDUSTAR Learning Private Limited

(xix) Bridgepoint Learning Private Limited

(xx) Rockfield Trading Private Limited

(xxi) Red Rocket Entertainment Private Limited

(xxii)Piramal Land Private Limited

(xxiii) Piramal Roads Infra Private Limited

(xxiv) Antartica Trading Company Private Limited

(xxv)APG Infrastructure Private Limited

(xxvi) Cromwell Tools (I) Private Limited

(xxvii)Miranda Few Tools Private Limited

(xxviii)Miranda Ultra Tools Private Limited

(xxix)PMP Auto Components Private Limited

(xxx)Peninsula Sports Club Private Limited

VIII Joint Venture (Entire Equity is held through wholly owned subsidiary)

(i) Bridgeview Real Estate Development Private Limited

(ii) Peninsula Brookfield Trustee Private Limited

(iii) Peninsula Brookfield Investment Managers Private Limited

IX Enterprises where Key Management Personnel /their relatives exercise significant influence

(i) Ashok G. Piramal Trust

(ii) Peninsula Land Limited ESOP Trust

(iii) Urvi Ashok Piramal Foundation

X Enterprises over which Company exercise significant control

(i) Peninsula GSG MHP Project - AOP (50% share)

(ii) Argento Real Estate LLP

(iii) Gorena Real Estate LLP

(iv) Maxis Real Estate LLP

(v) Nebustar Real Estate LLP

(vi) Regena Real Estate LLP

(vii) Eastgate Real Estate LLP

(viii) Westgate Real Estate Developers LLP

7 Segment Reporting

Since the financial statements contain both consolidated and standalone financials, segment reporting disclosure is provided in notes to consolidated financial statements.

8 Previous year figures have been regrouped / reclassified wherever necessary to conform to current year''s classification.

9 The figures have been rounded off to two decimals in crores.


Mar 31, 2012

A Terms /rights attached to Equity shares

The Company has only one class of equity shares having a par value of Rs 2 per share. Each holder of equity share is entitled to one vote per share. All shares rank pari passu with regard to dividend .

Board of Director's have recommended a dividend of Rs 1.10 (P.Y. Rs1.70 ) per equity share (55%(P.Y. 85%) of Face value of equity share Rs 2 ) b Terms /rights attached to 5% Cumulative Redeemable Preference Shares :

The Company has only one class of Preference shares having par value of Rs 10 each

Preference shares are redeemable on the expiry of ten years from the date of allotment, with an option for the Company for early redemption but not before 18 months from the date of allotment 25th January 2006. The preference shareholder do not have any voting right.

1 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realized in the ordinary course of business. The provisions for all known liabilities are adequate.

2 Commitments and Contingent Liabilities

(Rs in Crores) As at As at 31.03.2012 31.03.2011

a. Claims against the Company not acknowledged as debts in respect of

i Unsustainable income tax demand under appeal (excluding contingent 31.81 6.43 interest)

b. Estimated amount of contracts remaining to be executed on capital account 8.70 - and not provided for (Net off Advances Rs 5.00 Crores)

3 Recognition of Income and Expenses for ongoing projects are based upon actual sales value and estimated costs and work completion status as certified by architects, which being a technical matter, has been relied upon by the auditors.

* The above foreign currency exposure is hedged by way of forward contracts as well as arrangement with SPVs for reimbursement of losses due to foreign currency fluctuations.

4 Employee Stock Option Scheme (ESOS)

a During the year, the Company has granted NIL (Previous Year - 75000) Employee Stock Options to some employees of the Company.

b The company has granted stock options to employees under the Employees Stock Option Scheme at grant price of Rs 70/- (face value Rs 2/-)

5 Employee Benefit Plans

The Company has classified various benefit plans as under:

a Defined Contribution Plan

The Company has recognized the following amounts in Profit and Loss Account which are included under Contributions to Funds

b Defined Benefit Plan:

i. Gratuity (Funded)

ii Leave Encashment (Non funded)

In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Gratuity Trust set up by the Company is treated as defined benefit plan since the Company has to meet the shortfall, if any. However at the year end, no shortfall remains unprovoked for.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or separation as per the Company's policy.

Valuations in respect of Gratuity and Leave Encashment, as at the Balance Sheet date, are based on the following assumptions.

6 List of Related Parties and Transactions during the year.

I Controlling Companies / Enterprises

(i) Ashok Piramal Group Real Estate Trust

(ii) Topstar Mercantile Private Limited (ceased wef 27th October 2010 by way of merger with Peninsula Land Limited)

II Subsidiary Companies

(i) Peninsula Mega Properties Private Limited

(ii) Peninsula Holdings and Investments Private Limited (formerly known as Boom Realty Private Limited)

(iii) Renato Finance and Investments Private Limited

(iv) Peninsula Crossroads Private Limited (Formerly known as L & T Crossroads Private Limited)

III Step Down 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 (formerly known as Peninsula Facility Management Services Private 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) Hem Infrastructure and Property Developers Private Limited

(xvi) Flaxo Real Estate Private Limited

(xvii) Wismore Real Estate Private Limited

(xviii) Pavurotti Finance and Investments Private Limited

IV Associate Companies with whom the Company had transactions during the year

(i) JM Realty Management Private Limited

(ii) SEW Engineering (India) Private Limited

(iii) RA Realty Ventures Private Limited

(iv) Peninsula Integrated Land Developers Private Limited (formerly known as Peninsula Real Estate Management Services Private Limited)

V Companies where Key Management Personnel /their relatives exercise significant influence

(i) Ashok Piramal Management Corporation Limited

(ii) Freedom Registry Limited (formerly known as Amtrac Management Services Limited)

(iii) Morarjee Textiles Limited

(iv) Onestar Mercantile Company Private Limited

(v) Thundercloud Technologies (India) Private Limited

(vi) RR Mega City Builders Private Limited

(vii) Peninsula SA Realty Private Limited

(viii) Peninsula Townships Development Private Limited

(ix) Delta Corp Limited

(x) Rock first Real Estate Limited (formerly known as Rock first Real Estate Private Limited)

(xi) Ashok Piramal Mega City Development Private Limited

(xii) Ashok Piramal Mega Properties Private Limited

(xiii) Ashok Piramal Township Development Private Limited

(xiv) Goldlife Mercantile Company Private Limited

(xv) Jammin Recreation Private Limited

(xvi) Pune Football Club Limited

(xvii) Topvalue Brokers Private Limited

(xviii) Integra, a division of Morarjee Textiles Limited (Formerly known as Integra Apparels and Textiles Limited)

(xix) Truewin Realty Private Limited

(xx) Topvalue Real Estate Development Limited (Formerly known as Topvalue Real Estate Development Private Limited)

(xxi) CAMS Learning Private Limited

(xxii) EDUSTAR Learning Private Limited

(xxiii) Bridgepoint Learning Private Limited

(xxiv) Rockfield Trading Private Limited

(xxv) Red Rocket Entertainment Private Limited

(xxvi) Piramal Land Private Limited

(xxvii) Piramal Road Infra Private Limited

(xxviii) Antartica Trading Company Private Limited

(xxix) APG Infrastructure Private Limited

(xxx) Cromwell Tools (I) Private Limited

(xxxi) Miranda Few Tools Private Limited

(xxxii) Miranda Ultra Tools Private Limited

(xxxiii) Peninsula Brookfield Trustee Private Limited

(xxxiv) Peninsula Brookfield Investment Managers Private Limited

(xxxv) PMP Auto Components Private Limited

VI Joint Venture

(i) Bridgeview Real Estate Development Private Limited

VII Enterprises where Key Management Personnel /their relatives exercise significant influence

(i) Ashok G. Piramal Trust

(ii) Peninsula Land Limited ESOP Trust

(iii) Urvi Ashok Piramal Foundation

VIII Enterprises over which Company exercise significant control

(i) Peninsula GSG MHP Project - AOP (50% share)

(ii) Argento Real Estate LLP

(iii) Gorena Real Estate LLP

(iv) Maxis Real Estate LLP

(v) Nebustar Real Estate LLP

(vi) Regena Real Estate LLP

(vii) Eastgate Real Estate LLP

(viii) Westgate Real Estate Developers LLP

IX Key Management Personnel

(i) Ms. Urvi A. Piramal - Executive Chairperson

(ii) Mr. Rajeev A. Piramal- Executive Vice Chairman

(iii) Mr. Mahesh S. Gupta - Group Managing Director

(iv) Mr. Rajesh Jaggi - Managing Director

X Relatives of Key Management Personnel

(i) Mr. Harshvardhan A. Piramal - Son of Executive Chairperson

(ii) Mr. Nandan A. Piramal - Son of Executive Chairperson

(iii) Mr. Jaydev Mody - Brother of Executive Chairperson

(iv) Ms. Sunita Gupta - Spouse of Group Managing Director

(v) Ms. Kalpana Singhania - Sister of Executive Chairperson

Total lease rental cost recognized in the financial statement is Rs 1.23 Crores [Previous Year Rs 1.57 Crores]. This rental cost is inclusive of service tax.

General Terms of Lease Rentals:

a. Lease Rentals are charged on the basis of agreed terms.

b. Assets are taken on lease over a period of 4 to 5 years.

Total lease rental income recognized in the financial statement is Rs 22.59 Crores [Previous Year Rs 44.60 Crores]. General Terms of Lease Rentals:

a. Lease Rentals are given on the basis of agreed terms.

b. Assets are given on lease for a period up to 12 months.

c. The lease agreements can be renewed on mutually agreed terms with the lessee.

8 Earnings Per Share (EPS)

In determining earnings per share, the Company considers the net profit after tax and includes the post tax effect of any extra - ordinary / exceptional items. The number of shares in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair price (ie the average market value of outstanding shares). Statement showing the computation of EPS is as under:

9 The Micro, Small and Medium Enterprises Development Act, 2006

Company has sent letters to suppliers to confirm whether they are covered under Micro, Small and Medium Enterprises Development Act 2006 as well as they have filed required memorandum with the prescribed authorities. Out of the letters sent to the parties, some confirmations have been received till the date of finalization of Balance Sheet. Based on the confirmations received, the details of outstanding are as under:

10 Segment Reporting

Since the financial statements contain both consolidated and standalone financials, segment reporting disclosure is provided in notes to consolidated financial statements.

11 Pursuant to a Scheme of Amalgamation ("the Scheme") under Sections 391 to 394 read with Section 100 to 103 of the Companies Act, 1956, sanctioned by the Honorable Bombay High Court vide Order dated 29th April, 2011 and filed with the Registrar of Companies (RoC) on 17th May, 2011 (Effective Date), Top star Mercantile Private Limited ('TMPL') has been amalgamated with the Company with effect from the Appointed Date of 27th October, 2010. Accordingly, all the assets and liabilities as appearing in the books of TMPL as on the Appointed Date have been recorded by the Company at the respective book values under the purchase method in line with Indian Accounting Standard AS-14. The equity shares held by TMPL in the Company have been cancelled and the Company has issued and allotted an equivalent number of equity shares (i.e. 11, 68, 82,052 equity shares of Rs 2 each) to the shareholders of TMPL as on the Effective Date. As provided in the said Scheme, the difference in the net value of assets and liabilities of TMPL transferred to the Company, of Rs 6.65 crores, has been adjusted towards expenses incurred in relation to the amalgamation. There is no adverse impact of the Scheme on the financial position or operating results of the Company.

12 As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the Financial Statements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statements for the year ended March 31, 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosures included in the financial statements of the previous year have been reclassified to conform to the requirements of Revised Schedule VI."

13 The figures have been rounded off to two decimals in crores.


Mar 31, 2011

1. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realised in the ordinary course of business. The provisions for all known liabilities are adequate.

2. Commitments and Contingent Liabilities

Rs.In Lakhs

As At As At 31.03.2011 31.03.2010

a. Claims against the Company not acknowledged as debts in respect of

i. Income Tax 643.03 --

b. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net off Advances) -- 3.75

3 Recognition of Income and Expenses for ongoing projects are based upon expected / achieved sales value and estimated costs and work completion status as certifi ed by architects, which being a technical matter, has been relied upon by the auditors.

9 Employee Stock Option Scheme (ESOS)

a During the year, the Company has granted 75,000 (Previous Year - NIL) Employee Stock Options to some employees of the Company.

b The company has granted stock options to employees under the Employees Stock Option Scheme at grant price of Rs. 70/- (face value Rs. 2/-)

13 The Company has advanced Rs 1621.18 Lakhs (including accrued interest) to its Wholly Owned Subsidiary, Peninsula Facility Management Services Limited (PFMSL). The net worth of this subsidiary is presently negative in view of past losses which are largely attributable to interest servicing cost on these advances from the parent Company, despite reasonable operating margins. Moreover, the operations of this subsidiary confer signifi cant strategic advantages and value addition to the core real estate business of the Company. The Management is also pursuing viable business development plans and immediate financial restructuring measures to achieve a turnaround and strengthen the equity base of PFMSL. In view of this, no provision is made in the accounts in respect of these advances.

15 Employee Benefit Plans

The Company has classifi ed various benefit plans as under:

a Defi ned Contribution Plan

The Company has recognised the following amounts in Profit and Loss Account which are included under Contributions to Funds

b Defi ned Benefit Plan:

i. Gratuity (Funded)

ii Leave Encashment (Non funded)

In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Gratuity Trust set up by the Company is treated as defi ned benefit plan since the Company has to meet the shortfall, if any. However at the year end, no shortfall remains unprovided for.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or separation as per the Companys policy.

Valuations in respect of Gratuity and Leave Encashment, as at the Balance Sheet date, are based on the following assumptions.

16 List of Related Parties and Transactions during the year.

I Controlling Companies

(i) Topstar Mercantile Private Limited

II Subsidiary Companies

(i) Champs Elysee Enterprises Private Limited

(ii) Peninsula Mega Properties Private Limited

(iii) Peninsula Holdings and Investments Private Limited (formerly known as Boom Realty Private Limited)

(iv) Renato Finance and Investments Private Limited

(v) Peninsula Crossroads Private Limited (formerly known as L and T Crossroads Private Limited) (w.e.f. March 2011)

III Step Down 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 (formerly known as Peninsula Facility Management Services Private Limited)

(v) Peninsula Integrated Developers Private Limited (formerly known as Peninsula Real Estate Management Services Private Limited)

(vi) Peninsula Investment Management Company Limited

(vii) Peninsula Mega City Development Private Limited

(viii) Peninsula Mega Township Developers Private Limited

(ix) Peninsula Pharma Research Centre Private Limited

(x) Peninsula Real Estate Management Private Limited

(xi) Peninsula Trustee Limited

(xii) Planetview Mercantile Company Private Limited

(xiii) RR Mega Property Developers Private Limited

(xiv) RR Real Estate Development Private Limited

(xv) Rishiraj Enterprises Limited (formerly known as Rishiraj Enterprises Private Limited)

(xvi) Takenow Property Developers Private Limited

IV Associate Companies with whom the Company had transactions during the year

(i) Delta Hospitality Private Limited (formerly known as Fasttrack Impex Private Limited)

(ii) JM Realty Management Private Limited

(iii) SEW Engineering (India) Private Limited (formerly known as SEW Electricals Private Limited)

(iv) Topzone Mercantile Company Private Limited

(v) RA Realty Ventures Private Limited

V Companies where Key Management Personnel / their relatives exercise signifi cant infl uence

(i) Ashok Piramal Management Corporation Limited

(ii) Freedom Registry Limited (formerly known as Amtrac Management Services Limited)

(iii) Morarjee Textiles Limited

(iv) Onestar Mercantile Company Private Limited

(v) Thundercloud Technologies (India) Private Limited

(vi) RR Mega City Builders Limited (formerly known as RR Mega City Builders Private Limited)

(vii) Peninsula Mega City Development Private Limited

(viii) Peninsula SA Realty Private Limited

(ix) Peninsula Townships Development Private Limited

(x) Delta Corp Limited

(xi) Rockfirst Real Estate Limited (formerly known as Rockfirst Real Estate Private Limited)

(xii) Ashok Piramal Mega City Development Private Limited

(xiii) Ashok Piramal Mega Properties Private Limited

(xiv) Ashok Piramal Township Development Private Limited

(xv) Goldlife Mercantile Company Private Limited

(xvi) Jammin Recreation Private Limited

(xvii) Pune Football Club Limited

(xviii) Top value Brokers Private Limited

(xix) Integra, a division of Morarjee Textiles Limited (formerly known as Itegra Apperals and Textiles Limited)

(xx) Truewin Realty Limited (formerly known as Truewin Realty Private Limited)

(xxi) Topvalue Real Estate Development Limited (formerly known as Topvalue Real Estate Development Private Limited)

(xxii) CA MS Learning Private Limited

(xxiii) ED US TA R L earning Private Limited

(xxiv) Bridgepoint Learning Private Limited

VI Enterprises where Key Management Personnel /their relatives exercise signifi cant infl uence

(i) Ashok G. Piramal Trust

(ii) Peninsula Land Limited ESOP Trust

VII Enterprise over which Company exercise signifi cant control

(i) Peninsula GSG MHP Project - AOP (50% share)

VIII Ke y Ma nagement Pers o nn e l

(i) Ms. Urvi A. Piramal - Executive Chairperson (ii) Mr. Rajeev A. Piramal - Executive Vice Chairman (iii) Mr. Mahesh S. Gupta - Group Managing Director (iv) Mr. Rajesh Jaggi - Managing Director

IX Relatives of Key Management Personnel

(i) Mr. Harshvardhan A. Piramal - Son of Executive Chairperson (ii) Mr. Nandan A. Piramal -Son of Executive Chairperson (iii) Mr. Jaydev Mody - Brother of Executive Chairperson (iv) Ms. Sunita Gupta - Spouse of Group Managing Director (v) Ms. Kalpana Singhania - Sister of Executive Chairperson

25 Segment Reporting

Since the financial statements contain both consolidated and standalone financials, segment reporting disclosure is provided in notes to consolidated financial statements.

26 The Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited (TMPL) with the Company, has been sanctioned by Honble Bombay High Court, whereby the entire business of TMPL would vest into the Company from the Appointed date of 27th October 2010. Since the fi ling of the sanctioned scheme with the Ministry of Corporate Affairs is pending, the same has not become effective. Hence the effect of the amalgamation has not been given in the accounts of the Company for the year. There will be no adverse impact of the scheme on the financial position or operating results of the Company.

27 Previous year figures have been regrouped / reclassified wherever necessary to conform to current years classifi cation.


Mar 31, 2010

1 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realised in the ordinary course of business. The provisions for all known liabilities are adequate.

As At As At 31.03.2010 31.03.2009 2 Commitments and Contingent Liabilities (Rs.In Lakhs) (Rs.In Lakhs) a. Claims against the Company not acknowledged as debts in respect of i. Income Tax - 1,227.17 b. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net off Advances) 3.75 21.85

3 Recognition of Income and Expenses for ongoing projects are based upon expected / achieved sales value and estimated costs and work completion status as certifi ed by architects, which being a technical matter, has been relied upon by the auditors.

4 During the year the Company transferred its investment in 12 subsidiaries amounting to Rs 9,025.78 Lakhs to one of its subsidiary Peninsula Holding & Investment Private Limited for a total consideration of Rs 9,025.78 Lakhs.

5 Excess Income Tax provision of earlier years of Rs 648.75 Lakhs was reversed pursuant to assessment proceedings.

6 The Extra ordinary item in Schedule 12 of Profi t & Loss Account comprises entirely of amortisation of VRS and related cost incurred in earlier years.

The amortisation for current year was Rs. 4,568 Lakhs as against Rs 1,601 Lakhs for the previous year. The increase of Rs 2,967 Lakhs is due to compliance with Accounting Standard-15, which requires the unamortised portion of the deferred revenue expenses (VRS) to be amortised entirely by 31st March 2010.

7 Employee Stock Option Scheme (ESOS)

a During the year, the Company has granted NIL (Previous Year - 770,000) Employee Stock Options to some employees of the Company.

b The Company has granted stock options to employees under the Employees Stock Option Scheme at grant price of Rs. 70/- (face value Rs. 2/-)

There is a difference in the number of options in force and options lapsed for the previous year on account of recording the lapsed options as a result of the performance rating of the employees

c Certain disclosures in respect of the scheme are as under:

i. As the options are granted using the face value, no compensation will arise.

8 Employee Benefit Plans

The Company has classifi ed various benefi t plans as under:

b Defi ned Benefi t Plan:

i. Gratuity (Funded)

ii Leave Encashment (Non funded)

In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Gratuity Trust set up by the Company is treated as defi ned benefi t plan since the Company has to meet the shortfall, if any. However at the year end, no shortfall remains unprovided for.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or separation as per the Companys policy.

Valuations in respect of Gratuity and Leave Encashment, as at the Balance Sheet date, based on the following assumptions.

i The disclosures of Gratuity are as under:

The Company has funded its gratuity obligation under Group Gratuity Policy managed by LIC. The disclosures stated below have been obtained from independent actuary, as the fi gures from LIC were not available. In view of this, certain disclosures could not be provided. The other disclosures in accordance with AS -15 (revised) pertaining to Defi ned Benefi t Plans are given below:

9 List of Related Parties and Transactions during the year.

I Controlling Companies

(i) Topstar Mercantile Private Limited

II Subsidiary Companies

(i) Champs Elysee Enterprises Private Limited

(ii) Peninsula Mega Properties Private Limited

(iii) Peninsula Holdings and Investments Private Limited (formerly known as Boom Realty Private Limited)

(iv) Renato Finance and Investments Private Limited

III Step Down Subsidiary Companies

(i) City Parks Private Limited

(ii) Inox Mercantile Company Private Limited

(iii) Peninsula Facility Management Services Limited (formerly known as Peninsula Facility Management Services Private 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) RR Mega Property Developers Private Limited

(x) RR Real Estate Development Private Limited

(xi) Rishiraj Enterprises Limited (formerly known as Rishiraj Enterprises Private Limited)

(xii) Takenow Property Developers Private Limited

IV Associate Companies with whom the Company had transactions during the year

(i) Delta Hospitality Private Limited (formerly known as Fasttrack Impex Private Limited)

(ii) JM Realty Management Private Limited

(iii) L & T Crossroads Private Limited

(iv) SEW Electricals Private Limited

(v) Topzone Mercantile Company Private Limited

V Companies where Key Management Personnel /their relatives exercise signifi cant infl uence

(i) Ashok Piramal Management Corporation Limited

(ii) Freedom Registry Limited (formerly known as Amtrac Management Services Limited)

(iii) Morarjee Textiles Limited

(iv) Onestar Mercantile Company Private Limited

(v) Thundercloud Technologies (India) Private Limited

(vi) RR Mega City Builders Private Limited

(vii) Peninsula Mega-City Development Private Limited

(viii) Peninsula SA Realty Private Limited

(ix) Peninsula Townships Development Private Limited

(x) Delta Corp Limited

(xi) Rockfi rst Real Estate Limited (formerly known as Rockfi rst Real Estate Private Limited)

(xii) Ashok Piramal Mega-City Development Private Limited

(xiii) Ashok Piramal Mega Properties Private Limited

(xiv) Ashok Piramal Township Development Private Limited

(xv) Goldlife Mercantile Company Private Limited

(xvi) Jammin Recreation Private Limited

(xvii) Peninsula Real Estate Management Private Limited

(xviii) Peninsula Real Estate Services Private Limited

(xix) Pune Football Club Limited

(xx) Topvalue Brokers Private Limited

(xxi) Integra Apparels and Textiles Limited

(xxii) Truewin Realty Private Limited

(xxiii) Topvalue Real Estate Development Private Limited

VI Enterprises where Key Management Personnel /their relatives exercise signifi cant infl uence

(i) Ashok G. Piramal Trust

(ii) Peninsula Land Limited ESOP Trust

VII Key Management Personnel

(i) Ms. Urvi A. Piramal - Executive Chairperson (ii) Mr. Rajeev A. Piramal- Executive Vice Chairman (iii) Mr. Mahesh S. Gupta - Group Managing Director (iv) Mr. Rajesh Jaggi - Managing Director

VIII R elatives of Key Management Personnel

(i) Mr. Harshvardhan A. Piramal - Son of Executive Chairperson (ii) Mr. Rajeev A. Piramal - Son of Executive Chairperson (iii) Mr. Nandan A. Piramal -Son of Executive Chairperson (iv) Mr. Jaydev Mody - Brother of Executive Chairperson (v) Ms. Sunita Gupta - Spouse of Group Managing Director (vi) Ms. Kalpana Singhania - Sister of Executive Chairperson

10 Earnings Per Share (EPS)

In determining earnings per share, the Company considers the net profi t after tax and includes the post tax effect of any extra - ordinary / exceptional items. The number of shares in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair price (ie the average market value of outstanding shares). Statement showing the computation of EPS is as under:

11 The Micro, Small and Medium Enterprises Development Act, 2006

The Company has sent letters to suppliers to confi rm whether they are covered under Micro, Small and Medium Enterprises Development Act, 2006 as well as they have fi le required memorandum with the prescribed authorities. Out of the letters sent to the parties, some confi rmations have been received till the date of fi nalisation of Balance Sheet. Based on the confi rmations received, the details of outstandings are as under:

12 Previous year figures have been regrouped / reclassified wherever necessary to conform to current years classification.

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