Director's Report

Dear Shareholders,

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

Financial Results

(₹ in Crores)

Particulars	For the year ended 31st March, 2014	For the year ended 31st March, 2013
Total Income	372.37	849.82
Profit before tax	50.10	216.82
Less : Tax	0.96	19.87
Profit after Tax	49.14	196.95
Profit Brought Forward from Previous Year	728.87	640.67
Net Profit available for appropriation	778.01	837.62
Appropriation :
Transfer to General Reserve	3.68	27.60
Transfer to Debenture Redemption Reserve	49.14	32.15
Proposed Dividend on Preference Shares*	0	0
Proposed Dividend on Equity Shares	11.17	41.88
Distribution Tax Thereon	1.90	7.12
Recoupment of Debenture Redemption Reserve	4.56	-
Profit carried to the Balance Sheet	716.68	728.87

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

Dividend

Preference Shares

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

Equity Shares

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

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

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

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

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

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

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

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

Merger of :-
- City Parks Private Limited (Amalgamating Company);
- RR Mega Property Developers Private Limited (Amalgamating Company);
- Wismore Real Estate Private Limited (Amalgamating Company); and
Demerger of Real Estate undertaking of:-
Peninsula Mega Township Developers Limited (Demerged Company).
Auditors

The Statutory Auditors, M/s. Haribhakti & Co LLP., 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 2014 - 2015.

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

The Company has 7 Subsidiary Companies and 15 step- down Subsidiary Companies, names of which have been entitled below:
1. Peninsula Holdings and Investments Private Limited
2. Peninsula Mega Properties Private Limited
3. Renato Finance & Investments Private Limited
4. Peninsula Crossroads Private Limited
5. Peninsula Mega Township Developers Limited
6. Goodtime Real Estate Development Private Limited
7. Pavurotti Real Estate Private Limited (Formerly known as Pavurotti Finance and Investments Private Limited)
Details of the significant operational Subsidiary / Step-down Subsidiary Companies are as under:
1. Goodtime Real Estate Development Private Limited (“GREDPL”)
  GREDPL acquired in May 2014, a land admeasuring approx. 4.94 Acres costing ₹ 650 Crores, near Byculla, Mumbai for Residential Project. Your company owns 57.26% of the stake in GREDPL and the remaining stake of 42.74% is held by investors, PREI - Fund. During the year under review the total revenue earned was ₹ 1.78 Crores.
2. Peninsula Crossroads Private Limited (formerly known as L&T Crossroads Private Limited (“Peninsula Crossroads”)
  
  Peninsula Crossroads’ total revenue was ₹ 3.48 crores as against the previous year’s revenue of ₹ 4.13 croress. The profit after tax for the current year was ₹ 1.71 crores as against ₹ 2.04 crores for the previous year.
3. Peninsula Facility Management Services Limited (“PFMS”)
  
  PFMS is into the business of Facility Management Services. During the year ended 31st March 2014, PFMS earned total revenue of ₹ 3.97 crores and profit after tax of ₹1.46 crores as against the total revenue of ₹ 40.83 crores and profit of ₹ 1.90 crores for the previous year. Upto 31st March, 2013 PFMS followed the practice of billing directly to occupants. From April 2013, CBRE South Asia Pvt Ltd (CBRE) was appointed to provide the facility management services to the occupants, vide a tripartite agreement between your Company, PFMS and CBRE. Accordingly from April 2013 onwards, CBRE is responsible for billing the occupants. The role of PFMS is restricted to overall co-ordination and overseeing of the maintenance activity carried out by CBRE. For this, PFMS is entitled to a share (30%) of the Facility Management fees charged by CBRE. As a result of the above change in the business and operational model from April 2013, the value of services provided by PFMS has reduced as compare to earlier financial year.
4. Peninsula Investment Management Company Limited (“PIMCL”)
  
  PIMCL functions as an Asset Management Company, rendering mainly investment advisory services to the Peninsula Realty Fund. During the year ended 31st March, 2014, PIMCL earned total revenue of ₹ 3.80 crores and profit of ₹ 2.10 crores as against the total revenue and profit of ₹ 3.92 crores and ₹ 2.20 crores respectively for the previous year.
5. Peninsula Mega Township Developers Limited (“PMTDL”)
  
  Pursuant to the Demerger of Real Estate undertaking from PMTDPL into the Company as stated above, the project at Nashik named Ashok Astoria has been transferred to your Company.
  
  In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary / step- down Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies / step-down Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies / step-down Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary / step-down Subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary / step-down Subsidiary Companies. The Annual Report will also be displayed on our website www.peninsula.co.in.
Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 (“the Act”), we hereby state that :
1. in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any
2. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and its profit for the year ended on that date
3. 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
4. your Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.
Employee Stock Option Scheme

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

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

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

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

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

By Order of the Board
Urvi A. Piramal
Chairperson

Mumbai:
Date: 31st July, 2014

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, 2014 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 Rs. 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	7,70,000	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	NIL	NIL
Employee wise details of options granted to Senior managerial personnel;	All Stock Options as aforesaid, have been granted to Senior Management Personnel of the Company.
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 Mr. Rajesh Jaggi – Managing Director Mr. Giridhar Rajagopalan – Vice President – Projects Mr. Sanjay Mhapankar –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, Managing Director has received a grant amounting to 5% or more of options granted during the year 2008-2009.	Only Mr. Vinay Pandya, Group CFO had received a grant amounting to 5% or more options granted during the year 2010-2011.
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	NIL	NIL	NIL	NIL
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”	Rs.1.76/-
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 Rate7.7%	Risk Free Interest Rate7.25%	Risk Free Interest Rate7.5%
	Expected life 3 years	Expected life 3 years	Expected life 3 years	Expected life 3 years
	Volatility 12%	Volatility 36%	Volatility 43.26%	Volatility 70.13%
	Dividend Yeiled 0.61%	Dividend Yeiled 0.71%	Dividend Yeiled 1.28%	Dividend Yeiled 1.5%
	Market price of share at the time of grant- Rs. 61.28/-	Market price of share at the time of grant- Rs. 131.30/-	Market price of share at the time of grant- Rs. 71.50/-	Market price of share at the time of grant- Rs. 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 granted was Rs. 70/-. However all the options granted had lapsed without being exercised. Weighted average fair value of options - Not Applicable as there no options in force

Director's Report

Dear Shareholders,

Financial Results

Dividend

Preference Shares

Equity Shares

Operations of the Company

Corporate Governance

Directors

Merger and De-merger of Subsidiary Companies

Auditors

Corporate Social Responsibilities

Particulars of Employees

Subsidiary Companies

Directors’ Responsibility Statement

Employee Stock Option Scheme

Conservation of energy and technology absorption

Foreign Exchange earning and outgo

Acknowledgement

ANNEXURE – “A”

DISCLOSURES REGARDING STOCK OPTIONS