Welcome to Peninsula Land
 
DIRECTORS’ REPORT
Dear Shareholders,
1. The Directors have pleasure in presenting their 141st Annual Report and the Audited Accounts for the year ended 31st March, 2013 together with the Auditor’s Report thereon.
2. Financial Results ( In Crores)
Particulars For the year
ended 31
March, 2013
For the year
ended 31
March, 2012
Total Income 849.82 644.43
Profit before tax 216.82 182.36
Less : Tax 19.87 25.47
Profit after Tax 196.95 156.89
Profit Brought Forward from
Previous Year
640.67 549.47
Net Profit available for
appropriation
837.62 706.36
Appropriation :
Transfer to General Reserve 27.60 30.00
Transfer to Debenture
Redemption Reserve
32.15 -
Proposed Dividend on
Preference Shares
0.00 0.00
Proposed Dividend on Equity
Shares
41.88 30.71
Distribution Tax Thereon 7.12 4.98
Profit carried to the Balance
Sheet
728.87 640.67
3.Dividend
Preference Shares
The Board of Directors have recommended dividend of 0.50/- per Preference Share of
10/- each for the year ended 31st March, 2013.
Equity Shares
The Board of Directors have recommended dividend of 1.50/-per Equity Share of 2/- each for the year ended 31st March, 2013.

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of these dividend payments together with distribution tax will be 49 Crores
4. Operations of the Company
During the year ended 31st March, 2013, the Company has earned revenue of 849.82 crores as compared to 644.43 crores for the previous year ended 31st March, 2012. Profit after Tax was 196.95 crores as against 156.89 crores in the previous year ended 31st March, 2012.
5. Management Discussion and Analysis Report
As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.
6. Corporate Governance
As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certificate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certificate which entitles the compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges has been enclosed in the Annual Report.
7. Directorate
During the year, Mr Rajesh Jaggi ceased to be the Managing Director and Director of the Company with effect from 31st October, 2012. The Board wishes to place on record its sincere appreciation and gratitude for the invaluable contribution made by him during his tenure with the Company.

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

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

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

The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.
9. Corporate Social Responsibilities
For details on Corporate Social Responsibility, please refer to Point No. 8.7 of the Corporate Governance Report Section of the Annual Report.

The Company has received a confirmation letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.
10. Particulars of Employees
The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 are required to be annexed to the Directors’ Report. Having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
11. Subsidiary Companies
The Company has 4 Subsidiary Companies and 19 step-down Subsidiary Companies, names of which have been entitled below:

1. Peninsula Holdings and Investments Private Limited
2. Peninsula Mega Properties Private Limited
3. Renato Finance and Investments Private Limited
4. Peninsula Crossroads Private Limited
Peninsula Holdings and Investments Private Limited, in turn, holds the investments of the Company in the following Subsidiary Companies:-

(i) City Parks Private Limited
(ii) Goodtime Real Estate Development Private Limited
(iii) Inox Mercantile Company Private Limited
(iv) Peninsula Facility Management Services Limited
(v) Peninsula Investment Management Company Limited
(vi) Peninsula Mega-City Development Private Limited
(vii) Peninsula Mega Township Developers Private Limited
(viii) Peninsula Pharma Research Centre Private Limited
(ix) Peninsula Real Estate Management Private Limited
(x) Peninsula Trustee Limited
(xi) Planetview Mercantile Company Private Limited
(xii) RR Mega Property Developers Private Limited
(xiii) RR Real Estate Development Private Limited
(xiv) Takenow Property Developers Private Limited
(xv) Flaxo Real Estate Pvt Ltd
(xvi) Wismore Real Estate Pvt Ltd
(xvii) Peninsula Integrated Land Developers Private Limited.
(xviii) Pavurotti Finance And Investments Private Limited
(xix) HEM Infrastructure and Property Developers Pvt Limited.

Details of the significant operational Subsidiary / Stepdown Subsidiary Companies are as under:
1. Peninsula Crossroads Private Limited (formerly known as L&T Crossroads Private Limited (“Peninsula Crossroads”)
Peninsula Crossroads’ total revenue was 4.13 crores as against the previous year’s revenue of 4.50 crores. The profit after tax for the current year was 2.03 crores as against 1.83 crores for the previous year.
2. Peninsula Facility Management Services Limited (“PFMS”)
PFMS is into the business of Facility Management Services. During the year ended 31st March 2013, PFMS earned total revenue of 40.84 crores and profit after tax of
1.91crores as against the total revenue of 33.15 crores and profit of 1.67 crores for the previous year.
3. Peninsula Investment Management Company Limited (“PIMCL”)
PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to the Peninsula Realty Fund. During the year ended 31st March, 2013, PIMCL earned total revenue of 3.92 crores and profit of 2.20 crores as against the total revenue and profit of 4.20 crores and 1.51 crores respectively for the previous year.
4. Peninsula Mega Township Developers Private Limited (“PMTDPL”)
PMTDPL in into real estate development and is presently engaged in the development of its project at Nashik named Ashok Astoria. The project comprises of Residential Apartment buildings, Town houses, row houses and amenity buildings aggregating to around 5.88 lac sq feet. Till 31st March 2013, the Company achieved 56% project completion and also sold around 44% of the saleable area for 86.76 crores. Accordingly, PMTDPL recognized total revenue of 31.88 crores and posted an operating loss 7.05 crores as against the total revenue and loss of 17.08 crores and 5.40 crores respectively for the previous year. The interim loss during the current year was attributable largely due to lower sales realization at launch stage which is expected to be re-couped from future sales at better rates.

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

The Annual Report will also be displayed on our website www.peninsula.co.in.
12. Directors’ Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956 (“the Act”), we hereby state that :

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

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

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

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2013 on a going concern basis.
13. Employee Stock Option Scheme
During the year under review, the Company has not granted any options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines – 1999 are attached herewith and marked as Annexure A.

14. Conservation of energy and technology absorption
In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read
15. Foreign Exchange earning and outgo
There was no Foreign Exchange earning during the year under review. In respect of the Foreign Exchange outgo, disclosure of information as required under Rule 2(C) of Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is already given in Para Nos. 18 & 19 of Note No. 23 Notes forming part of the financial Satements.
16. Acknowledgement
The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders and employees of the Company for their continued support and encouragement.
By Order of the Board

Urvi A. Piramal
Chairperson
Mumbai : 27th May, 2013
ANNEXURE – “A”
DISCLOSURES REGARDING STOCK OPTIONS

Disclosure pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (“the SEBI Guidelines”), as on 31st March, 2013 are given below.
Grant
3rd October, 2006
Grant
25th October,
2007
Grant
6th June, 2008
Grant
27th June
2010
Options granted 11,25,000 1,17,500 7,70,000 75,000
The pricing formula The options were granted at a consideration of 70/- per option.
Options vested NIL NIL NIL NIL
No. of Options exercised and the total number of shares arising as a result of exercise of options NIL NIL NIL NIL
Options Lapsed 11,25,000 1,17,500 7,66,850 75,000
Variation of terms of options NIL NIL NIL NIL
Money realized by exercise of options NIL NIL NIL NIL
Total number of options in force NIL NIL 3,150 NIL
Employee wise details of options granted to

(i) Senior managerial personnel;
All Stock Options as aforesaid, have been granted to Senior Management Personnel of the Company.
(ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; The following employees have received a grant amounting to 5% or more of the options granted during the period 2006-2007

i. Mr. Rajesh Jaggi – the then Managing Director

ii. Mr. Giridhar Rajagopalan – Vice President – Projects

iii. Mr. Sanjay Mhapankar– the then Chief Executive Officer
Only Mr. Anil Pandit, the then Chief Operating Officer received a grant amounting to 5% or more of options granted during the year 2007-2008. Only Mr. Rajesh Jaggi, the then Managing Director has received a grant amounting to 5% or more of options granted during the year 2008-2009. Only Mr. Vinay Pandya, the then Group CFO has received a grant amounting to 5% or more options granted during the year 2010-2011.
(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 “Earnings Per Share”
NIL NIL







7.05/-
NIL NIL
Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options,the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed. Had the Company followed fair value method for accounting the cost of stock options, there would have been no impact on the employee compensation expenses for the year or on the EPS
Risk Free Interest Rate-7.1% Risk Free Interest Rate- 7.7% Risk Free Interest Rate- 7.25% Risk Free Interest Rate- 7.5%
Expected life 3 years Expected life 3 years Expected life 3 years Expected life 3 years
Volatility 121% Volatility 36.20% Volatility 45.26% Volatility70.13%
Dividend Yield-0.61% Dividend Yield-0.71% Dividend Yield-1.28% Dividend Yield-1.50%
Market price of share at the time of grant-
61.28/-
Market price of share at the time of grant-
131.30/-
Market price of share at the time of grant-1.50/- Market price of share at the time of grant-74.40/-
Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock on the grant date. Weighted average exercise price of options is 70/-

Weighted average fair value of options is 27.26/-
Statutory Report
Directors’ Report
Corporate Governance
Secretarial Audit Certificate
Certificate On Corporate Governance
 
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