1. Your Directors have pleasure in presenting their 144th Annual Reportand the Audited Accounts for the Financial Year ended March 31 2016 together with theIndependent Auditors Report thereon.
|2. Financial Results || ||(Rs. in Crores) |
|Particulars ||For the Financial Year ended March 31 2016 ||For the Financial Year ended March 31 2015 |
|Total Income ||235.86 ||294.03 |
|Profit before Tax ||(44.85) ||(18.47) |
|Profit after Tax ||(29.97) ||(6.32) |
|Profit brought forward from Previous Year ||653.63 ||716.68 |
|Net Profit available for appropriation ||623.66 ||710.36 |
|Appropriation : || || |
|Less: || || |
|Transfer to Debenture Redemption Reserve ||60.33 ||82.78 |
|Proposed Dividend on Preference Shares ||- ||0.00 |
|Dividend paid on Preference Shares ||0.00 ||- |
|Proposed Dividend on Equity Shares ||5.58 ||8.38 |
|Distribution Tax thereon ||1.14 ||1.71 |
|Short Depreciation as per new Companies Act 2013 Net of tax (Refer Para (3)(A) of Note 23) ||- ||0.85 |
|Corporate Social Responsibility (U/s 135-CSR Activity) ||- ||2.02 |
|Add: || || |
|Excess Dividend provision reversed ||- ||0.02 |
|Recoupment of Debenture Redemption Reserve ||34.68 ||38.99 |
|Profit carried to the Balance Sheet ||591.29 ||653.63 |
3. Operations of the Company
On a Standalone basis the Total Income for the Financial ended March 31 2016 stood atRs. 235.86 Crores as against Rs. 294.03 Crores for the corresponding Financial Year endedMarch 31 2015. The Company incurred a loss from ordinary activities before tax of Rs.44.85 Crores for the Financial Year ended March 31 2016 as against loss of Rs. 18.47Crore for the Financial Year ended March 31 2015. The Company reported a net loss of Rs.29.97 Crore for the Financial Year ended March 31 2016 as against loss of Rs. 6.32 Crorefor the Financial Year ended March 31 2015.
On a Consolidated basis the Total Income for the Financial Year ended March 31 2016was Rs. 382.32 Crores as against Rs. 302.92 Crores for the corresponding Financial Yearended March 31 2015. The Company incurred a loss from ordinary activities before tax ofRs. 45.48 Crores for the Financial Year ended March 31 2016 as against a loss of Rs.22.86 Crores for the Financial Year ended March 31 2015. The Company reported a net lossof Rs. 29.43 Crores for the Financial Year ended March 31 2016 as against net loss of Rs.8.55 Crores for the Financial Year ended March 31 2015.
4. Share Capital
The Paid-up Equity Share Capital of your Company March 31 2016 was Rs. 55.90 Crores.During the Financial Year the Company has neither issued any shares nor has granted stockoptions or sweat equity.
During the Financial Year 1000 5% Cumulative Redeemable Preference Shares of FaceValue of Rs. 10/- each aggregating to Rs. 10000/- were redeemed.
During the Financial Year Non - Convertible Debentures aggregating to Rs. 22.00 Crores(Rupees Twenty Two Crore) were issued on a Private Placement Basis and the same werelisted on BSE Limited. Non-Convertible Debentures aggregating to Rs. 138.73 Crores wereredeemed during the Financial Year.
The Board of Directors has recommended a dividend of
Rs. 0.20/- per Equity Share of Rs. 2/- each for the Financial Year ended March 312016.
7. P articulars of Loans Guarantees or
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act
2013 are given in the note no. 11 to the Standalone Financial Year Statements formingpart of this Report.
8. State of Companys Affairs and Business Review
The details of the Companys affairs including its operations and projects aremore specifically given in the Management Discussion and Analysis Report which isappended to this Report.
9. Corpor ate Social Responsibility
Corpor ate Social Responsibility has been an integral part of the way in which yourCompany does business. Your Company has made a conscious e_ort 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. Anamount of Rs. 16563750/- was allocated towards CSR activities as mandated by theprovisions of the Companies Act 2013.
In accordance with the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 an Annual Report on theCSR activities of the Company along with the CSR initiatives as on undertaken during theFinancial Year 2015- 16 is appended to this Report as "Annexure-A."
As mandated under section 135 of the Companies Act 2013 the Composition of CorporateSocial Responsibility Committee is given in the Report on Corporate Governance formingpart of this Report. Corporate Social Responsibility Policy of the Company is hosted onthe website 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 Companys capacity to create sustainablevalue is the ability and willingness of the Company to take risks and manage themeffectively and e_ciently. Many types of risks exist in the Companys operatingenvironment and emerge on a regular basis due to many factors such as changes inregulatory framework economic fundamentals etc. In order to evaluate identify andmitigate these business risks the Company has a robust Risk Management framework. Thisframework seeks to create transparency ensure effective risk mitigation process andthereby minimize adverse impact on the business objectives and enhance the Companyscompetitive advantage.
F urther the Company has constituted a Risk
Committee (RMC) in accordance with the provisions of the Companies Act 2013. Thedetails in this regards are more specifically given in the Corporate Governance Reportwhich forms a part of this Report.
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 e_cacy 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 2016.
The Company does not have any material Subsidiaries as on March 31 2016. 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 ofCompanys aforesaid Subsidiaries Joint Ventures and Associates is annexed in theprescribed Form AOC-1 to this Report as "AnnexureB."
The Company will make available the Financial Statements of the Subsidiaries /step-down Subsidiaries 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 forming partof this Annual Report include the Financial Statements of its Subsidiaries. The FinancialStatements of Subsidiaries are also hosted on the website of the Companywww.peninsula.co.in.
This Annual Report will also be displayed on Companys websitewww.peninsula.co.in.
14. Director s / Key Managerial Personnel
During the Financial Year Mr. D. M. Popat retired by rotation at the 143rdAnnual General Meeting held on August 28 2015 and did not seek re-appointment. OnDecember 22 2015 Mr. D. M. Popat passed away. The Board records its heartfelt condolenceson the sad demise of Mr. Popat. Dr. Ajay Dua ceased to be a Director of the Company w.e.f.October 26 2015 owing to his resignation due to personal reasons. The Board wishes toplace on record its sincere appreciation and gratitude for the invaluable contributionmade by them during their tenure with the Company.
The Company has complied with the requirement of appointing Key Managerial Personnel asper the provisions of Section 203 of the Companies Act 2013.
Ms. Urvi A. Piramal (DIN: 00044954) who was appointed as an Executive Chairperson ofthe Company by the shareholders at the AGM of the Company held on August 5 2010 hadsteped down from the post of the Executive Chairperson of the Company w.e.f. July 1 2015and continues to be the Non-Executive Chairperson effective that date. Further the Officeof Ms. Piramal shall not be liable to determination for retirement by rotation.
Mr. Rajeev A. Piramal was re-appointed as Executive Vice- Chairman and ManagingDirector and Mr. Mahesh S. Gupta was re-appointed as Group Managing Director for afurther period of 5 (five) years each with effect from October 26 2015 by theshareholders of the Company at the 143rd AGM of the Company held on August 282015.
During the Financial Year as recommended by the Nomination and Remuneration Committeethe Board at its Meeting held on October 26 2015 recommended the appointment of Mr.Nandan A. Piramal as Whole-Time
Director responsible for marketing operations for a period of 5 (five) years witheffect from that date to the members of the Company on the remuneration and terms andconditions as contained in the Notice of the 144th AGM.
Your Directors recommend the appointment of Mr. Nandan A. Piramal as Whole-TimeDirector of the Company.
None of aforesaid executive Directors viz. Mr. Rajeev A. Piramal Mr. Nandan A. Piramaland 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. Rajeev A. Piramal (DIN:00044983) is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible o_ers himself for re-appointment. Your Directors recommend re-appointment of Mr.Rajeev A. Piramal.
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. Boar d 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 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 hrcraft the Independent Directors at their Meetingheld on March 22 2016 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 Directorsperformance and the Board has carried out formal annual evaluation of its own performanceand that of its Committees and individual Directors. Further the evaluation of theIndependent Directors was carried out by the entire Board excluding the Director beingevaluated.
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 Report.
17. Meetings of the Board and its Committees
During the Financial Year the Board met on four occasions the Audit Committee met onfive occasions the Nomination and Remuneration Committee met on two occasions and theCorporate Social Responsibility Committee make on two ocassions. 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 Report.
18. Director s Responsibility Statement
Pur suant to Section 134 (5) of the Companies Act 2013 ("the Act") wehereby state 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 consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the
Company as at March 31 2016 and its loss for the year ended 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 2016on a going concern basis;
v) the Directors have laid down internal financial controls which are followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
vi) the 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 arms length basis and in the ordinary course of business. There were nomaterially significant Related Party transactions entered into by the Company withPromoters Directors or Key Managerial Personnel which may have a potential conflict withthe interest 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 para 11 of note no 23 to the standalone FinancialStatements.
The policy on Related Party Transactions as approved by theBoardishostedontheCompanyswebsitewww.peninsula.co.in
None of the Directors / KMPs or their relatives have 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 2015-16.
a) Statutory Auditors
The Statutory Auditors M/s. Haribhakti & Co LLP Chartered Accountants Mumbai(Firm Registration No. 103523W) retire at the ensuing Annual General Meeting and areeligible for re-appointment. The Company has received a confirmation letter from theAuditors to the effect that their re-appointment if made will be within the limitsprescribed under the Companies Act 2013 and that they are not disqualified forre-appointment as per the provisions of the said Act. As required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Auditors 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 theirreappointment as Auditors to audit the accounts of the Company for the Financial Year2016-17.
The Auditors Report on the Standalone Financial Statement of the Company for theFinancial Year 2015-16 does not contain any qualification reservation or adverse remark.The Auditors' remarks on the Consolidated Financial Statements of the Company areself-explanatory.
The Directors of your Company confirm that no frauds or instances of mis-managementwere reported by the Statutory Auditor under Section 143(12) of the Companies Act 2013.
b) Secretarial Auditor
Pur suant 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 "Annexure-D." The remarks of Auditormade in the Report are self-explanatory.
22. Corpor ate Governance Report and Discussion & Analysis
The Corporate Governance Report together with the Certificate on Corporate Governanceissued by Mr. Nilesh G. Shah Practicing Company Secretary confirming compliance with theconditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Management Discussion& Analysis Report given in this Annual Report form an integral part of this Report.
23. Extr act 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. P articulars of Employees
The information required pursuant to Section 197 the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided on request. In terms of Section 136of the Act the Reports and accounts are being sent to the members and others entitledthereto excluding the information on employees particulars mentioned in Section 197(12) of the Companies Act 2013 and Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 which is available for inspection by the members atthe Registered Office of the Company during business hour on working days of the Companyup to the date of the ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the Company 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
There were no Foreign Exchange earnings during the Financial Year. In respect of theForeign Exchange outgo disclosure of information as required under section 134 (3) (m) ofCompanies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is givenin Paras 17 18 and 19 of Note 23 of the Standalone Financial Statements.
27. Signific ant and Material Orders
There were no significant and material orders passed by any Regulators or Courts orTribunals during the Financial Year ended March 31 2016 impacting the going concernstatus and Companys operations in future.
28. Pre vention of Sexual Harassment of Women at Workplace
The Company has adopted an Anti - Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has constituted an Internal Complaints Committee (ICC)to redress the complaints received regarding sexual harassment. During the year underreview no complaints were received by the Committee for Redressal.
(12) 29. Pre of vention of Insider Trading
Your Company has adopted a Code of Internal Procedure and Conduct for regulatingmonitoring and reporting of trading by insiders and Code of Fair Disclosure of UnpublishedPrice Sensitive Information to ensure prevention of Insider Trading in the Organisation.
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 Shareholders Debenture-Holders and Employees of the Company for theircontinued support and encouragement.
| ||By Order of the Board |
| ||For Peninsula Land Limited |
| ||Sd/- |
| ||Urvi A. Piramal |
| ||Non-Executive Chairperson |
|Place: Mumbai || |
|Date: May 11 2016 || |