The Board of Directors,
Peninsula Land Limited
We have examined the necessary registers, records, books
and papers of Peninsula Land Limited (the ‘Company’)
as required to be maintained under the Companies Act,
1956, (the ‘Act’) and the Rules made thereunder, Listing
Agreement, applicable SEBI Rules and Regulations and
also the provisions contained in the Memorandum and
Articles of Association of the Company for the financial
year ended on 31st March 2013. In our opinion and to the
best of our information and according to the examinations
carried out by us and explanations furnished to us by the
Company, its officers and agents, we certify that in respect
of the aforesaid financial year:
1. The Company has kept and maintained the requisite
statutory registers as per the provisions of the Act
and the Rules made there under either in physical or
electronic mode as applicable.
2. The Company has filed the requisite forms and
returns as required to be filed with the Registrar of
Companies, Maharashtra, Mumbai with additional
filing fees, as may be applicable, as prescribed under
the Act and the Rules made there under.
3. The Board of Directors of the Company is duly
Following changes in the Board of Directors took
place during the financial year under review:
Mr. Rajeev Piramal has been designated as
Vice-Chairman and Managing Director w.e.f.
Mr. Ajay Dua has been appointed as an
Additional Non-Executive Independent Director
Mr. Rajesh Jaggi has resigned as Managing
Director of the Company w.e.f. 31.10.2012.
Mr. Pradeep Pasari has resigned as Company
Secretary w.e.f. 31.10.2012 and Mr. Rajshekhar Reddy
has been appointed as Company Secretary w.e.f.
The Board of Directors duly met 4 times for meetings
held on 17.05.2012, 03.08.2012, 19.10.2012 and
23.01.2013 respectively, in respect of which meetings
proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book
maintained for the purpose.
4. As required under the Listing Agreement and the
Companies Act, 1956, the Company has the following
Committees. Minutes of these committee meetings
were properly recorded:
Audit Committee: The Committee had met 4
times during the year under review.
Investor Grievance Committee: The Committee
had met 4 times during the year under review.
Remuneration Committee: The Committee
had met once during the year under review.
The Committee Meeting held on 17.05.2012
had considered and approved the agenda for
payment of remuneration and commission to
Executive Directors and Non-Executive Directors.
Besides the above, the Company has also
non-mandatory Committees like Share
Transfer Committee, Committee of Directors
(Borrowings), Committee of Directors (Bank
Accounts), Management Committee and
Investment and Loan Committee.
5. The Company closed its Register of Members from
09.08.2012 to 16.08.2012 (Both Days Inclusive)
and necessary compliance of Section 154 of the
Companies Act, 1956 has been made in respect of
6. The Annual General Meeting for the financial year
ended on 31st March, 2012 was held on 16th August,
2012 after giving due notice to the members of the
Company and the resolutions passed thereat were
duly recorded in the Minutes Book maintained for the
The Company has not passed any special resolutions
at the Annual General Meeting held on 16th August,
The Company has not passed any resolution by
Postal Ballot process during the financial year under
7. The Company has complied with the requirements
of the Depositories Act, 1996 pertaining to
dematerialization of shares and wherever required,
share certificates have been issued and delivered to
the shareholders and the transfers / transmissions
thereof have been carried out and registered as per
8. Declaration and payment of dividend for the previous
financial year was made during the year under review
and amount lying in unclaimed dividend account
has been transferred to the Investor Education and
Protection Fund as per the requirements of the Act.
9. Charges created, modified or satisfied by the
Company were filed and noted and entered in the
Register maintained for the purpose during the
financial year under review.
10. The directors have disclosed their interest in other
firms / companies to the Board of Directors pursuant
to the provisions of the Act and the Rules made
11. The Company has not issued / allotted any Shares
during the financial year under review.
12. The Company has not redeemed any preference
shares during the financial year under review.
13. The Company has not accepted any fresh Fixed
Deposits. The dividend declared had been transferred
/ paid during the year in accordance with the
provisions of the Act. The Annual Return and Annual
Reports have been filed as required under the Act. The
Company has, therefore not defaulted in provisions
of Section 274(1)(g) of the Act, which may otherwise
disqualify the Directors of the Company from acting
as a Director of any other Public Company.
14. The amount borrowed by the Company from various
sources is within the borrowing limits of the Company.
15. The Company had complied with the provisions
of Section 372A and other provisions of the Act in
respect of guarantees given, securities provided,
loans granted, investments made during the financial
year under review, wherever applicable.
16. The Company has substantially complied with SEBI
Takeover Regulations as amended from time to time.
17. The Company has not granted any new options under
ESOP Scheme during the financial year under review.
However, 4,23,788 Options which were granted earlier
had lapsed during the year under review.
18. The Company has substantially complied with
the provisions of the Listing Agreement with the
Stock Exchanges pertaining to submissions of the
statements, documents, disclosure requirements,
publication in newspapers, Corporate Governance
Standards as prescribed in Clause 49 of Listing
19. The Company has substantially complied with the
provisions of SEBI (Provisions of Insider Trading)
Regulations, 1992 as amended from time to time.
20. The Company has instituted the codes for Directors
and Senior Executives of the Company and has
complied with the Code of Conduct for Directors and
other Senior Executives as required under Clause 49
of the Listing Agreements.
21. The Company has not altered the provisions of
Memorandum of Association during the financial year
22. The Company has not altered provisions of its Articles
of Association during the financial year under review.