Secretarial Audit Certificate

To,
The Board of Directors,
Peninsula Land Limited
Mumbai

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 (Restricted to SEBI (SAST) Regulations, 2011 and SEBI – (Prohibition of Insider Trading) Regulations, 1992) as amended till date and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2014. 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, in case of delayed filing.

  3. The Board of Directors of the Company is duly constituted. Following changes in the Board of Directors took place during the financial year under review:

    • Mr. C. M. Hattangdi has resigned as Director of the Company w.e.f. 12.08.2013.

    The Board of Directors met 5 times for meetings held on 22.05.2013, 27.05.2013, 12.08.2013, 11.11.2013 and 13.02.2014 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 recorded in the Minutes Book maintained for the purpose:

    • 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 twice during the year under review. The Committee Meeting held on 27.05.2013 had considered and approved the agenda for payment of remuneration and commission to Executive Directors and Non- Executive Directors. However due to inadequacy of profits during the year under review, the Remuneration committee again reviewed the same on 13.02.2014 and approved the payment of minimum remuneration to the Executive Director subject to the approval of the Central Government.
    • Besides the above, the Company has also non- mandatory Committees viz. 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 01.08.2013 to 08.08.2013 (Both Days Inclusive) and necessary compliance of Section 154 of the Companies Act, 1956 and of the Listing Agreement has been made in respect of the same.

  6. The Annual General Meeting for the financial year ended on 31st March, 2013 was held on 8th August, 2013 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 purpose.

    The Company has not passed any special resolutions at the Annual General Meeting held on 8th August, 2013:

    The Company has not passed any resolution by Postal Ballot process during the financial year under review.

  7. The Company has complied with the requirements of the Depositories Act, 1996 pertaining to dematerialization of shares wherever required; Share certificates have been issued and delivered to the shareholders within the statutory period on the transfers / transmissions thereof and the compliance in respect of the same have been carried out and shares have been registered as per requirements of the Act in favor of transferee.

  8. Declaration and payment of dividend for the previous financial year was made during the year under review in compliance with the provisions of the Act 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. The Charges as has been created, modified and satisfied by the Company, were duly filed with the Ministry of Corporate Affairs and the particulars of the same have been duly entered in the Register maintained for the purpose during the financial year under review. In case of delay in filing of Charge, the company has duly obtained Condonation of delay under Section 141 of the Act.

  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 thereunder.

  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 and hence no comment in respect of the same is invited.

  13. The Company has not accepted any fresh Fixed Deposits.

  14. The Annual Return and Annual Reports have been filed as required under the Act. The Company has, therefore not defaulted in any of the 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.

  15. The amount borrowed by the Company from various sources is within the borrowing limits of the Company.

  16. The Company has 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.

  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 Agreement.

  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. Clause V of the Memorandum of Association of the Company is amended by virtue of High Court Order dated 25th October, 2013 approving the Composite Scheme of Arrangement and Amalgamation between the Company and Peninsula Mega Township Developers Pvt. Ltd, City Parks Pvt. Ltd, RR Mega Property Developers Pvt. Ltd, Wismore Real Estate Pvt. Ltd and with their respective shareholders with effective date 07th November, 2013 during the financial year under review.

  22. The Company has not altered provisions of its Articles of Association during the financial year under review.

(MAHESH M. DARJI)
Company Secretary
C.P.No: 7809

 

Place: Mumbai
Date: 26th May, 2014