1. Your Directors have pleasure in presenting their 149th Annual Report and the AuditedAccounts for the Financial Year ended March 31 2021 together with the IndependentAuditor's Report thereon.
1. FINANCIAL RESULTS
|Particulars || |
For the Financial Year ended March 31 2021
For the Financial Year ended March 31 2020
|Total Revenue || |
|Profi t/(Loss) before Tax for the year (before exceptional items) || |
|Exceptional Items || |
|Profi t/(Loss) before Tax for the year || |
|Loss after Tax (Including OCI) || |
|Profi t Brought Forward from Previous Year || |
|Net Profi t available for appropriation || |
|APPROPRIATION : || || |
|Add: || || |
|Recoupment of Debenture Redemption Reserve || |
|Retained Earnings/(Losses) carried forward || |
Pursuant to Companies (Share Capital and Debentures) Amendment Rules 2019 dated 16thAugust 2019 requirement to create debenture redemption reserve is no longer applicableto listed companies. Hence the Company has not created any additional DRR in the currentyear. The amount lying in DRR transferred to retained earnings /General reserve onredemption of debentures.
2. OPERATIONS OF THE COMPANY
On a Standalone basis the Total Revenue for the Financial Year ended March 31 2021stood at `10519 Lakhs as against
` 22407 Lakhs for the corresponding Financial Year ended March 31 2020. The Companyincurred a loss before tax of
`7946 Lakhs for the Financial Year ended March 31 2021 as against loss of `43911Lakhs for the Financial Year ended March 31 2020. The loss after tax was `8020 Lakhs forthe Financial Year ended March 31 2021 as against loss of
` 47118 Lakhs for the Financial Year ended March 31 2020.
On a Consolidated basis the Total Revenue for the Financial Year ended March 31 2021was ` 27497 Lakhs as against
` 50652 Lakhs for the corresponding Financial Year ended March 31 2020. The Companyincurred a loss before tax of `4295 Lakhs for the Financial Year ended March 31 2021 asagainst a loss of ` 48155 Lakhs for the Financial Year ended March 31 2020. The lossafter tax was ` 3113 Lakhs for the Financial Year ended March 31 2021 as against loss of`50923 Lakhs for the Financial Year ended March 31 2020.
4. SHARE CAPITAL
The Paid-up Equity Share Capital as on March 31 2021 was ` 5590 Lakhs. During theFinancial Year 2020-21 the Company has neither issued any shares nor has granted stockoptions or sweat equity.
During the Financial Year the Company did not issue or allot any Non-ConvertibleDebentures on a Private Placement Basis. Further the Non-Convertible Debenturesaggregating to Rs. 430 Crores were redeemed during the Financial Year 2020-21
In view of the losses incurred your Board of Directors does not recommend any dividendon the Equity Share of the Company for the Financial Year ended March 31 2021.
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.39 to the Standalone FinancialStatements 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 detailedin the Management Discussion & Analysis Report which forms part of this AnnualReport.
9. CORPORATE SOCIAL RESPONSIBILITY
During the Financial Year 2020-21 the Company was not under any statutory obligationto make any contribution towards the Corporate Social Responsibility activities and hencehas not made any contribution in this regard.
As mandated under Section 135 of the Companies Act 2013 the details of Composition ofCorporate Social Responsibility Committee are given in the Corporate Governance Reportforming part of this Annual Report. Corporate Social Responsibility Policy of the Companyis hosted on the website of the Company www.peninsula.co.in
. BUSINESS RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sector in which itoperates. A key factor in determining the Company's capacity to create sustainable valueis the ability and willingness of the Company to take risks and manage them effectivelyand effi ciently. Many types of risks exist in the Company's operating environment andemerge on a regular basis due to many factors such as changes in regulatory frameworkeconomic fundamentals etc. In order to evaluate identify and mitigate these businessrisks the Company 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 identifi ed are reviewed and a detailed action plan to mitigate the identifi edrisks is drawn up and its implementation is monitored. The key risks and mitigationactions are placed before the Audit Committee of the Company.
Further the Company has voluntarily constituted a Risk Management Committee (RMC) inaccordance with the provisions of the Companies Act 2013 and Regulation 21 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The details in thisregard are given in the Corporate Governance Report which forms a part of this AnnualReport.
. 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 defi ned in the InternalAudit Charter covers the evolution of Internal Control System. To maintain its objectivityand independence the Internal Auditor reports to the Audit Committee. The InternalAuditor monitors and evaluates the effi cacy and adequacy of the internal control systemin the Company its compliance with operating systems accounting procedures and policiesat all locations of the Company. Based on the Report of Internal Auditor process ownersundertake corrective actions in their respective areas and thereby strengthen thecontrols. Signifi cant audit observations and corrective actions thereon are presented tothe Audit Committee.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for Directors and employees in conformity with Section 177 of Companies Act2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 to report genuine concerns and to provide for adequate safeguardsagainst victimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in theCorporate Governance Report annexed to this Annual Report. The said policy is hosted onthe website of the Company www.peninsula.co.in
13. SUBSIDIARY COMPANIES
The Company has (including direct and step-down subsidiaries joint ventures andassociates) 25 (Twenty Five) Subsidiaries 6 (Six) Joint Ventures and 1 (One) Associatesas on March 31 2021.
The Company had two material Subsidiaries namely Goodhome Realty Limited and InoxMercantile Company Private Limited as on March 31 2021. The policy on materialSubsidiaries has been formulated by the Company and posted on the website of the Companywww.peninsula.co.in
A statement containing the salient features of the Financial Statements of theCompany's aforesaid Subsidiaries Joint Ventures and Associates is annexed in theprescribed Form AOC-1 to this Report as "AnnexureA."
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 Offi ce 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
Upon the recommendation of Nomination & Remuneration Committee the Board ofDirectors appointed Mr. Krupal Ramesh Kanakia (DIN: 08876715) as Independent Directors ofthe Company for a term of 5 (fi ve) years each with effect from September 15 2020. Theappointment was ratifi ed at the 148th Annual General Meeting of the Company held onOctober 20 2020. Mr. Krupal Ramesh Kanakia being Independent Director is not liable toretire by rotation.
During the Financial Year 2020-21 Mr. Sajit Suvarna (DIN: 01481316) IndependentDirector of the Company resigned from his directorship in the Company with effect from
December 12 2020. The Board of Directors of the Company records its deep appreciationfor contribution and guidance provided by Mr. Sajit Suvarna during his noteworthyassociation with the Company for more than a decade.
Further Mr. Rajashekhar Reddy - Company Secretary and Compliance Officer of thecompany has ceased to hold the position with effect from July 7 2020. Consequently to theCessation of Mr. Rajashekhar Reddy and upon the recommendation of Nomination &Remuneration Committee at its meeting held on June 29 2020 the Board of Directors of theCompany at their meeting of even date appointed Mr. Vidyadhar A. Apte a fellow member ofthe Institute of Company Secretaries of India (ICSI) as Company Secretary and ComplianceOffi cer& Nodal Offi cer of the Company with effect from July 8 2020
Thereafter Mr. Vidyadhar A. Apte Company Secretary Compliance Offi cer &Nodal Offi cer of the Company stepped down from the position with effect from December 312020. Consequent to the resignation of Mr. Vidyadhar A. Apte and upon the recommendationof the Nomination & Remuneration Committee at its meeting held on February 12 2021the Board of Directors of the Company at their meeting of even date appointed Ms. SonalRathod a member of the Institute of Company Secretaries of India as the CompanySecretary Compliance Offi cer & Nodal Offi cer of the Company with effect fromFebruary 12 2021.
Upon the recommendation of Nomination & Remuneration Committee the Board ofDirectors appointed Mr. Harsh Amit Mehta (DIN: 00195862) as Additional IndependentDirector of the Company for a term of 5 (fi ve) years with effect from April 14 2021 uptothe this Annual General Meeting. The appointment is required to be approved by the membersof the Company. Mr. Harsh Amit Mehta being Independent Directors is not liable to retireby rotation.
During the Financial Year as recommended by the Nomination and Remuneration Committeethe Board at its Meeting held on October 26 2020 recommended the re-appointment of Mr.Nandan A. Piramal as Whole-Time Director responsible for marketing operations for aperiod of 5 (fi ve) years with effect from that date to the members of the Company on theremuneration and terms and conditions as contained in the Notice of the AGM. YourDirectors recommend the re-appointment of Mr. Nandan A. Piramal as Whole-Time Director ofthe Company. Further in accordance with the provisions of Sub-Section (6) of Section 152of the Companies Act 2013 and the Articles of Association of the Company Mr. Nandan A.Piramal (DIN: 00045003) is liable to retire by rotation at this Annual General Meeting andbeing eligible offers himself for re-appointment. Your Directors recommend re-appointmentof Mr. Nandan A. Piramal as a Non-Executive Non-Independent Director of the Companyliable to retire by rotation.
Mr. Rajeev A. Piramal (DIN: 00044983) was re-appointed as Executive Vice Chairman andManaging Director of the Company subject to the approval of the shareholders of theCompany. His tenure as Executive Vice Chairman and Managing Director will expire onOctober 26 2025. As recommended by NRC the Board has recommended his reappointment asExecutive Vice Chairman and Managing Director for a further period of fi ve years w.e.f.October 26 2020 on the remuneration and terms and conditions mentioned in the notice ofthis AGM
The Company has complied with the requirement of appointing Key Managerial Personnel asper the provisions of Section 203 of the Companies Act 2013.
All the Independent Directors have furnished declaration in accordance with theprovisions of Section 149 (7) of the Companies Act 2013 regarding meeting the criteriaof independence as provided under Section 149 (6) read with Regulation 16 (1) (b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In the opinionof the Board the Independent Directors appointed during the year possess the integrityexpertise and experience (including the profi ciency) required to contribute to thequality and better governance of the Board process.
15. BOARD EVALUATION
Pursuant to Section 134 (3) (p) Schedule IV of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 and Regulation 17 and 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a formal evaluation needs tobe done by the Board of its own performance and that of its Committees and individualDirectors and that the Independent Directors shall evaluate non-independent Directors andthe Chairperson of the Board.
Criteria of performance evaluation of the Board Committees and Directors are laid downby Nomination and Remuneration Committee (NRC) of the Company. Further pursuant to theprovisions of Section 178(2) of the Companies Act 2013 as amended by the Companies(Amendment) Act 2017 NRC at its meeting held on November 12 2020 decided to carry outthe annual evaluation process internally without appointing of any external agency theperformance evaluation forms containing the specifi cation of manner and criteria foreffective evaluation of performance of the Board its committees and individual directorswere circulated to all the members and the members have provided their inputs on the same.A Report of the evaluation was then forwarded to the Chairperson. A report on performanceevaluation of Directors was sent to respective Directors.
16. MEETINGS OF THE BOARD AND ITS COMMITTEES
During the Financial Year the Board met on six occasions the Audit Committee met onfi ve occasions the Nomination
& Remuneration Committee met on five occasions the Corporate Social ResponsibilityCommittee met on two occasions and the Stakeholders Relationship Committee met once. Thegap between two consecutive Board Meetings and Audit Committee Meetings was within thelimits prescribed under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The details of the Committees and the Meetings thereof are more specifi cally given inthe Corporate Governance Report which forms a part of this Annual Report.
17. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & 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.The policy is also hosted on the Company's website www.peninsula.co.in.
18. LOAN FROM DIRECTORS
During the Financial Year 2020-21 the Company has not accepted any loans from any ofthe Directors of the Company.
19. 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 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 2021 and its loss for theyear 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 fi nancial year endedMarch 31 2021 on a going concern basis;
v) your Directors have laid down internal financial controls which are followed by theCompany and that such internal fi nancial controls are adequate and are operatingeffectively; and
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.
20. RELATED PARTY TRANSACTIONS
The Related Party Transactions that were entered into during the Financial Year 2020-21were on an arm's length basis and in the ordinary course of business. There were nomaterially signifi cant Related Party Transactions entered into by the Company withPromoters Directors or Key Managerial Personnel which may have a potential confl ictwith the interest of the Company at large.
Details of the Related Party Transactions are given in Form AOC-2 which is enclosed as"Annexure-B."
The Related Party Transactions were placed before the Audit Committee and also theBoard for its approval wherever required. Prior omnibus/one-time approval of the AuditCommittee was also obtained for the transactions. The transactions entered into pursuantto the omnibus/onetime approval of the Audit Committee were placed before the AuditCommittee for its review on a quarterly basis. The Company has framed a policy on RelatedParty Transactions for the purpose of identifi cation and monitoring of such transactions.The details of Related Party Transactions entered into by the Company are moreparticularly given in the Note No. 39 of the Standalone Financial Statements forming apart of this Annual Report.
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 2020-21.
22. AUDITORS a) Statutory Auditors
S R B C & Co. LLP Chartered Accountants Mumbai (Firm Registration No. 324982E /E300003) were appointed as the Statutory Auditors of the Company in terms of Section 139of the Companies Act 2013 for a period of 5 (fi ve) years commencing from conclusion of145th Annual General Meeting upto the conclusion of the 150th Annual General Meeting ofthe Company to be held in the calendar year 2022.
The Auditor's Report on the Standalone and Consolidated Financial Statement of theCompany for the Financial Year 2020-21 does not contain any qualifi cation orreservation. Other remarks made by the auditors are self-explanatory.
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 andRegulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time the Company has appointed Ms. Geeta K. Sheth CompanySecretary in Practice to undertake the Secretarial Audit of the Company. The report onthe Secretarial Audit is annexed as "Annexure-C."
The Report on the Secretarial Audit contains a remark of the Secretarial Auditor thatthere has been a delay in appointing an Independent Director.
The Directors of your Company confi rm that the said delay was because of theadministrative diffi culties faced due to COVID-19 Pandemic.
23. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION& ANALYSIS REPORT
The Corporate Governance Report together with the Certifi cate on Corporate Governanceissued by Mr. Nilesh G. Shah Company Secretary in Practice (FCS: 4554) confi rmingcompliance 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 annexed to this Annual Report form anintegral part of this Report.
The disclosures required as per Section II of Part II of Schedule V of the CompaniesAct 2013 are also provided in the Corporate Governance Report forming part of thisAnnual Report.
24. ANNUAL RETURN
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the Annual Return ason 31st March 2021 is placed on the website of the Company at www.peninsula.co.in
25. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company will be provided on request. In terms ofSection 136 of the Act the Reports and accounts are being sent to the members and othersentitled thereto excluding the information on employees' particulars mentioned in Section197 (12) of the Companies Act 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 which is availablefor inspection in electronic mode up to the date of the 149th Annual General Meeting. Ifany member is interested in inspecting or obtaining these particulars such member maywrite to the Company Secretary at email@example.com.
26. 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.
27. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the Financial Year 2020-21 expenditure and income in foreign currencies interms of actual outfl ow amounted to Rs. Nil.
28. SIGNIFICANT AND MATERIAL ORDERS
There were no signifi cant and material orders passed by any Regulators or Courts orTribunals during the Financial Year 2020-21 impacting the going concern status andCompany's operations in future.
29. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specifi ed by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.
30. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
In line with the requirements of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has adopted an Anti-SexualHarassment Policy and has complied with the provisions relating to the constitution ofInternal Complaints Committee (ICC) to redress the complaints received regarding sexualharassment. During the Financial Year 2020-21 no instances were reported for redressal.
31. 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 Organization.
32. CHANGE IN THE NATURE OF BUSINESS (IF ANY)
There is no material change in the type of business the Company is carrying.
33. MATERIAL CHANGES AND COMMITMENTS OCCURRED DURING THE FINANCIAL YEAR
During the Financial Year 2020-21 Ashok Piramal Group Real Estate Trust being part ofPromoter and Promoter Group of the Company acquired 13481469 Equity Shares of theCompany which were traded in open Market on NSE. All the necessary approvals anddisclosure were made by the Company under SEBI (Substantial Acquisition of Shares andTakeover) Regulation 2011 and SEBI (Prohibition of Insider Trading) Regulation 2015.
The Company entered into a deed of conveyance with Piramal Realty Private Limited andGopikrishan Piramal Memorial Hospital for the purpose of sale and transfer of the propertysituated at Ganpatrao Kadam Marg (Fergusson Road) Lower Parel Mumbai 400013.
34. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEARAND THE DATE OF THE REPORT
The details of material changes occurred between the end of the Financial Year and thedate of this report which may have an effect on the fi nancial position of the Companyare disclosed in the Note No.60 of the Standalone Financial Statements forming a part ofthis Annual Report.
35. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards during the FinancialYear 2020-21.
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 Trustees Shareholders Debenture-Holders and Employees of theCompany for their continued support and encouragement and look forward for the same infuture.
For and on behalf of the Board
Peninsula Land Limited
Urvi A. Piramal
Date: June 22 2021