1. Your Directors have pleasure in presenting their 145th Annual Report andthe Audited Accounts for the Financial Year ended March 31 2017 together with theIndependent Auditor's Report thereon.
2. Financial Results
(Rs. in Crores)
|Particulars ||For the Financial Year ended March 31 2017 ||For the Financial Year ended March 31 2016 |
|Total Revenue ||453.89 ||303.44 |
|Profit/(Loss) before Tax for the year ||(102.03) ||(6.63) |
|Profit/(Loss) after Tax for the year ||(143.10) ||17.40 |
|Other Comprehensive Income/(Loss) for the year ||(0.06) ||0.00 |
|Total Comprehensive Income/(Loss) for the year ||(143.16) ||17.40 |
|Retained Earnings Profit Brought Forward from ||943.31 ||653.64 |
|Previous Year || || |
|Opening Ind AS Adjustments ||- ||308.01 |
|Available for appropriation ||800.21 ||979.05 |
|Appropriation : || || |
|Less: || || |
|Transfer to Capital Redemption Reserve ||- ||(0.00) |
|Transfer to Debenture Redemption Reserve ||(70.24) ||(60.33) |
|Dividend paid on Equity Shares ||(5.58) ||(8.38) |
|Distribution Tax Thereon ||(1.14) ||(1.71) |
|Add: || || |
|Recoupment of Debenture Redemption Reserve ||26.31 ||34.68 |
|Retained Earnings/(Losses) carried forward ||749.56 ||943.31 |
3. Operations of the Company
On a Standalone basis the Total Revenue for the Financial Year ended March 31 2017stood at Rs. 453.89 Crores as against Rs. 303.44 Crores for the corresponding FinancialYear ended March 31 2016. The Company incurred a loss before tax of Rs. 102.03 Crores forthe Financial Year ended March 31 2017 as against loss of Rs. 6.63 Crores for theFinancial Year ended March 31 2016. The loss after tax was Rs. 143.16 Crores for theFinancial Year ended March 31 2017 as against profit of Rs. 17.40 Crores for theFinancial Year ended March 31 2016.
On a Consolidated basis the Total Revenue for the Financial Year ended March 31 2017was Rs. 390.38 Crores as against Rs. 186.16 Crores for the corresponding Financial Yearended March 31 2016. The Company incurred a loss before tax of Rs. 177.13 Crores for theFinancial Year ended March 31 2017 as against a loss of Rs. 69.32 Crores for theFinancial Year ended March 31 2016. The loss after tax was Rs. 219.65 Crores for theFinancial Year ended March 31 2017 as against loss of Rs. 45.98 Crores for the FinancialYear ended March 31 2016.
The Company has adopted Indian Accounting Standards ("Ind-AS") from April 12016 and accordingly the financial statements are in compliance with the Ind-AS notifiedby the Ministry of Corporate Affairs under Section 133 of the Companies Act 2013 readwith the relevant rules issued thereunder and other accounting principles generallyaccepted in India. Consequently the figures for the previous year ended March 31 2016have been restated to comply with Ind-AS to make them comparable.
4. Share Capital
The Paid-up Equity Share Capital as on March 31 2017 was Rs. 55.90 Crores. During theFinancial Year the Company has neither issued any shares nor has granted stock options orsweat equity.
During the Financial Year Non - Convertible Debentures aggregating to Rs. 708.00Crores were issued on a Private Placement Basis out of which Debentures amounting to Rs.608.00 Crores were listed on BSE Limited. Non-Convertible Debentures aggregating to Rs.470.27 Crores were redeemed during the Financial Year 2016-17.
The Board of Directors does not recommend any dividend on the Equity Share of theCompany for the Financial Year ended March 31 2017.
7. Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the note no. 8 and note no. 15 to theStandalone Financial Statements forming part of this Annual Report.
8. State of Company's Affairs and Business Review
The details of the Company's affairs including its operations and projects are morespecifically given in the Management Discussion and Analysis Report which is part of thisAnnual Report.
9. Corporate Social Responsibility
Corporate Social Responsibility has been an integral part of the way in which yourCompany does business. Your Company has made a conscious effort to involve communities inits development journey and has received appreciations from the stakeholders which givesa sense of pride and an encouragement to continue this resolve further and better.
During the Financial Year 2016-17 the Company was not required to make any expendituretowards the CSR activities however considering the ongoing CSR projects of the Companyit was decided to make voluntary contribution of Rs. 1.65 Crores (Rupees One Crore SixtyFive Lacs only) towards CSR activities of the Company for the Financial Year 2016-17.
In accordance with the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Annual Report on theCSR activities of the Company along with the CSR initiatives undertaken during theFinancial Year 2016-17 is appended to this Report as "Annexure-A."
As mandated under Section 135 of the Companies Act 2013 the Composition of CorporateSocial Responsibility CommitteeisgivenintheReportonCorporateGovernance forming part ofthis Annual Report. Corporate Social Responsibility Policy of the Company is hosted on thewebsite of the Company www.peninsula.co.in.
10. Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which itoperates. A key factor in determining a Company's capacity to create sustainable value isthe ability and willingness of the Company to take risks and manage them effectively andefficiently. Many types of risks exist in the Company's operating environment and emergeon a regular basis due to many factors such as changes in regulatory framework economicfundamentals etc. In order to evaluate identify and mitigate these business risks theCompany has a robust Risk Management framework. This framework seeks to createtransparency ensure effective risk mitigation process and thereby minimize adverse impacton the business objectives and enhance the Company's competitive advantage. The Businessrisks as identified are reviewed and a detailed action plan to mitigate the identifiedrisks is drawn up and its implementation is monitored. The key risk and mitigation actionsare placed before the Audit Committee of the Company.
Further the Company has constituted a Risk Management Committee (RMC) in accordancewith the provisions of the Companies Act 2013. The details in this regard are morespecifically given in the Corporate Governance Report which forms a part of this AnnualReport.
11. Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of the Internal Audit as defined in the InternalAudit Charter covers the evolution of Internal Control System. To maintain its objectivityand independence the Internal Auditor reports to the Chairperson of the Audit Committee.The Internal Auditor monitors and evaluates the efficacy and adequacy of the internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the Report of InternalAuditor process owners undertake corrective actions in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee.
12. Vigil Mechanism / Whistle Blower Policy
The Company has adopted a Whistle Blower Policy for Directors and employees to reportgenuine concerns and to provide for adequate safeguards against victimization of personswho may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in theCorporate Governance Report annexed to this Report. The said policy is hosted on thewebsite of the Company www.peninsula.co.in.
13. Subsidiary Companies
The Company has 27 (Twenty-Seven) Subsidiaries (including direct and step-downsubsidiaries) 3 (Three) Joint Ventures and 3 (Three) Associates as on March 31 2017.During the Financial Year under review "Peninsula Real Estate Management PrivateLimited" ceased to be a subsidiary of the Company and "Topvalue Real EstateDevelopment Limited" became a subsidiary of the Company.
The Company does not have any material Subsidiaries as on March 31 2017. A policy onmaterial Subsidiaries has been formulated by the Company and posted on the website of theCompany www.peninsula.co.in.
A statement containing the salient features of the Financial Statements of Company'saforesaid Subsidiaries Joint Ventures and Associates is annexed in the prescribed FormAOC-1 to this Report as "AnnexureB."
The Company will provide the Financial Statements of the Subsidiaries / step-downSubsidiaries Joint Ventures and Associates (collectively referred as"Subsidiaries") and the related information to any member of the Company who maybe interested in obtaining the same. The Financial Statements of the Subsidiaries willalso be kept open for inspection at the Registered Office of the Company and that of therespective Subsidiaries. The Consolidated Financial Statements of the Company formingpart of this Annual Report includes the Financial Statements of its Subsidiaries. TheFinancial Statements of Subsidiaries are also hosted on the website of the Companywww.peninsula.co.in.
14. Directors/ Key Managerial Personnel
During the Financial Year Mr. Nandan A. Piramal was appointed as a Whole-Time Directorof the Company for a term of 5 (five) years with effect from October 26 2015 at the 144thAnnual General Meeting. Mr. Pradipta Mohapatra Independent Director of the Companypassed away on March 13 2017 and consequently ceased to be a Director of the Company. TheBoard records its heartfelt condolences on the sad demise of Mr. Pradipta Mohapatra.
The Company has complied with the requirement of appointing Key Managerial Personnel asper the provisions of section 203 of the Companies Act 2013.
None of the following executive Directors viz. Mr. Rajeev A. Piramal Mr. Nandan A.Piramal and Mr. Mahesh S. Gupta has received any remuneration from any subsidiaries of theCompany.
In accordance with the provisions of Sub-Section (6) of Section 152 of the CompaniesAct 2013 and the Articles of Association of the Company Mr. Mahesh S. Gupta (DIN:00046810) is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Directors recommend reappointment of Mr.Mahesh S. Gupta.
All the Independent Directors have furnished declaration in accordance with theprovisions of Section 149 (7) of the Companies Act 2013 regarding meeting the criteria ofindependence as provided under Section 149 (6).
15. Board Evaluation
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 read with Schedule IV and other applicable provisions of the Companies Act 2013mandates a formal evaluation to be done by the Board of its own performance and that ofits Committees and individual Directors and that the Independent Directors shall evaluatenon-independent Directors and the Chairperson of the Board.
The Company has on the advice of the Directors appointed M/s hrcraft a professionalbusiness consulting firm specialized in feedback exercises to carry out the assignment ina fair and transparent manner. The performance evaluation Forms were circulated to all theDirectors and they have provided their inputs on the same. A Report of the evaluation wasthen forwarded to the Chairperson and the respective Director to maintain theconfidentiality of the Report.
Based on the inputs provided by M/s hrcraft the Independent Directors at their Meetingheld on April 24 2017 evaluated performance of the Chairperson non-independentDirectors of the Company and the performance of the Board as a whole.
Pursuant to provisions of Section 178 of the Companies Act 2013 the Nomination andRemuneration Committee has also carried out evaluation of every Director's performance andthe Board has carried out formal annual evaluation of its own performance and that of itsCommittees and individual Directors. Further the evaluation of the Independent Directorswas carried out by the entire Board excluding the Director being evaluated.
The Directors were satisfied with the evaluation results which reflect the overallengagement of the Board and its Committees and on the basis of the Report of the saidevaluation the present term of appointment of Independent Directors shall be continuedwith the Company.
16. Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration. The details of the policy are more particularlymentioned in the Corporate Governance Report which forms a part of this Annual Report.
17. Meetings of the Board and its Committees
During the Financial Year the Board met on four occasions the Audit Committee met onfour occasions the Nomination and Remuneration Committee met on one occasion and theCorporate Social Responsibility Committee met on two occasions. The gap between twoconsecutive Board Meetings and Audit Committee Meetings was within the limits prescribedunder the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The details of the Meetings are more specifically given in the Corporate GovernanceReport which forms a part of this Annual Report.
18. Directors' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act 2013 ("the Act") we herebystate that:
i) in the preparation of the annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any; ii)your Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and its loss for the yearended on that date;
iii) your Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 March 31 2017on a going concern basis;
v) your Directors have laid down internal financial controls which are followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;
vi) your Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
19. Related Party Transactions
The Related Party Transactions that were entered into during the Financial Year were onan arm's length basis and in the ordinary course of business. There were no materiallysignificant Related Party transactions entered into by the Company with PromotersDirectors or Key Managerial Personnel which may have a potential conflict with theinterest of the Company at large.
Details of the Related Party transactions are given in Form AOC-2 which is enclosed as"Annexure-C."
The Related Party Transactions were placed before the Audit Committee and also theBoard for its approval wherever required. Prior omnibus approval of the Audit Committeewas also obtained for the transactions that were of repetitive nature. The transactionsentered into pursuant to the omnibus approval of the Audit Committee were placed beforethe Audit Committee for its review on a quarterly basis. The Company has framed a policyon Related Party Transactions for the purpose of identification and monitoring of suchtransactions. The details of Related Party Transactions entered into by the Company aremore particularly given in the note no. 42 to the Standalone Financial Statements.
The policy on Related Party Transactions as approved by the Board is hosted on theCompany's website www. peninsula.co.in.
None of the Directors/ KMPs or their relatives has any pecuniary relationships ortransactions vis--vis the Company other than their shareholding if any in theCompany.
Your Company has not accepted or renewed any deposits under Chapter V of the CompaniesAct 2013 during the Financial Year 2016-17.
a) Statutory Auditors
The Statutory Auditors Haribhakti & Co. LLP Chartered Accountants Mumbai (FirmRegistration No. 103523W) have completed their maximum permissible tenure in terms of theprovisions of Section 139 (2) of the Companies Act 2013. In view of this the Board ofDirectors of the Company on the recommendation of the Audit Committee recommended to themembers of the Company the appointment of SRBC & Co. LLP (FRN:- 324982E / E300003) asthe Statutory Auditors of the Company for a period of 5 (five) years commencing fromconclusion of this Annual General Meeting upto the conclusion of the Annual GeneralMeeting of the Company to be held in the year 2022. The Company has received aconfirmation letter from SRBC & Co. LLP to the effect that their appointment if madewill be within the limits prescribed under the Companies Act 2013 and that they are notdisqualified for appointment as per the provisions of the Act. As required under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 they have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India (ICAI). The Board recommends their appointmentas Statutory Auditors to audit the accounts of the Company for a period of 5 (five) yearscommencing from the Financial Year 2017-18 to 2021-22 subject to ratification of theirappointment by the members of the Company at every intermittent Annual General Meeting.
The Auditor's Report on the Standalone Financial Statement of the Company for theFinancial Year 2016-17 does not contain any qualification reservation or adverse remark.Management's explanation on the Auditor's qualifications on the Consolidated FinancialStatements of the Company are provided in the Statement on impact of Audit Qualificationsforming part of this Annual Report.
The Directors of your Company confirm that no instances of frauds or mis-managementwere reported by the Statutory Auditor under Section 143 (12) of the Companies Act 2013.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time the Company has appointed M/s. Dhrumil M. Shah & Co. CompanySecretary in Practice to undertake the Secretarial Audit of the Company. The report onthe Secretarial Audit is annexed as
22. Corporate Governance Report and Management Discussion & Analysis Report
The Corporate Governance Report together with the Certificate on Corporate Governanceissued by Mr. Nilesh G. Shah Practicing Company Secretary (FCS:4554) confirmingcompliance with the conditions of Corporate Governance as stipulated under Regulation 34of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and theManagement Discussion & Analysis Report given in this Annual Report form an integralpart of this Report.
23. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT - 9 is annexedherewith as "Annexure-E" to this Report.
24. Particulars of Employees
The information required pursuant to Section 197
(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companywill be provided on request. In terms of Section 136 of the Act the Reports and accountsare being sent to the members and others entitled thereto excluding the information onemployees' particulars mentioned in Section 197 (12) of the Companies Act 2013 and Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 whichis available for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the Annual GeneralMeeting. If any member is interested in inspecting the same such member may write to theCompany Secretary in advance.
25. Conservation of Energy and Technology Absorption
In view of the nature of activities which are being carried on by the Companyprovisions regarding Conservation of Energy and Technology Absorption read with Section134 (3) (m) of the Companies Act 2013 and Rule 8 (3) of the Companies (Accounts) Rules2014 are not applicable.
26. Foreign Exchange earnings and outgo
During the Financial Year 2016-17 expenditure in foreign currencies in terms of actualoutflow amounted to Rs. 9657366/- on account of professional and consultancy feestravelling raw materials and dividend. The Company has not earned any foreign exchangeduring the Financial Year 2016-17.
27. Significant and Material Orders
There were no significant and material orders passed by any Regulators or Courts orTribunals during the Financial Year ended March 31 2017 impacting the going concernstatus and Company's operations in future.
28. Prevention of Sexual Harassment of Women at Workplace
The Company has adopted an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company has constituted an Internal Complaints Committee (ICC) to redressthe complaints received regarding sexual harassment. During the year under review nocomplaints were received by the Committee for Redressal.
29. Prevention of Insider Trading
Your Company has adopted a Code of Conduct for prevention of Insider Trading and Codeof Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention ofInsider Trading in the Organisation.
30. Change in the Nature of Business (if any)
There is no material change in the type of business the Company is carrying.
31. Material Changes and commitments occurred between the end of the Financial Year andthe date of the report
There were no reportable material changes or commitment occurred between the end ofthe Financial Year and the date of this report which may have any effect on the financialposition of the Company.
The Directors express their deep gratitude and thank the Central and State Governmentsas well as their respective Departments and Development Authorities connected with thebusiness of the Company contractors and consultants and also Banks FinancialInstitutions Debenture Truestee Shareholders Debenture-Holders and Employees of theCompany for their continued support and encouragement.
| ||By Order of the Board |
| ||For Peninsula Land Limited |
| ||Sd/- |
|Place: Mumbai ||Urvi A. Piramal |
|Date: May 9 2017 ||Non-Executive Chairperson |