|
To
Members
Peninsula Land Limited
The Board of Directors ('the Board') of Peninsula Land Limited ('the Company') is
pleased to present their 153rd Annual Report together with the Audited Financial
Statements (Standalone and Consolidated) for the financial year ended March 31, 2025.
1. FINANCIAL RESULTS
(Amount in Lakhs )
|
Standalone (Rs. in Lakhs) |
Consolidated (Rs. in Lakhs) |
Particulars |
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
| Total Income |
26,284 |
52,787 |
28,016 |
58,205 |
| Profit before Exceptional Items and Tax and share of Associates and Joint
Ventures |
(993) |
7,658 |
(1,659) |
9,074 |
| Share of Profit/ (Loss) of Associates and Joint Ventures |
- |
- |
(63) |
21 |
Exceptional Items |
(652) |
1,721 |
(1140) |
3,731 |
| Profit/(Loss) before Tax for the year |
(1,645) |
9,379 |
(2,862) |
12,826 |
| Profit/(Loss) after Tax (Including OCI and after share of profit/ (loss)
of Minority Interest) |
(2,775) |
9,371 |
(3,887) |
12,821 |
| Profit/ Losses Brought Forward from Previous Year |
(68,508) |
(77,879) |
(64,903) |
(77,773) |
| Net Profit available for appropriation |
- |
- |
- |
- |
| Appropriation |
- |
- |
- |
- |
Retained Earnings/(Losses) carried forward |
(71,283) |
(68,508) |
(68,752) |
(64,903) |
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
No Company/LLP/body Corporate/Association of Persons became subsidiary, associate or JV
during the financial year under review.
The Board of Directors of your Company has approved a policy for determining material
subsidiaries in line with the Listing Regulations. The policy is available on the
Company's website at www.peninsula.co.in .
The Company has 23 (twenty - three) subsidiaries (including direct and step-down
subsidiaries), 5 (five) Joint Ventures and 2 (two) Associate Companies as on March 31,
2025 as given below:
SUBSIDIARIES:
1. Peninsula Holdings and Investments Private Limited
2. Peninsula Mega Properties Private Limited
3. Peninsula Crossroads Private Limited
4. Pavurotti Real Estate Private Limited
5. Peninsula Mega Township Developers Limited
6. Midland Township Private Limited
7. Rockfirst Real Estate Limited
8. Truewin Realty Limited
9. Goodhome Realty Limited
10. RR Mega City Builders Limited
11. Inox Mercantile Company Private Limited
12. Peninsula Facility Management Services Limited
13. Peninsula Investment Management Company Limited
14. Peninsula Pharma Research Centre Private Limited
15. Peninsula Trustee Limited
16. Planetview Mercantile Company Private Limited
17. Takenow Property Developers Private Limited
18. Peninsula Integrated Land Developers Private Limited
19. Peninsula Mega City Development Private Limited
20. Sketch Real Estate Private Limited
21. Eastgate Real Estate Developers LLP
22. Westgate Real Estate Developers LLP
23. Topvalue Real Estate Development Limited
JOINT VENTURES:
1. Bridgeview Real Estate Development LLP
2. HEM Infrastructure and Property Developers Private Limited
3. Penbrook Capital Advisor Private Limited
4. Peninsula Brookfield Trustee Private Limited
5. Harborpeak Real Estate Private Limited
6. HEM Bhattad (AOP)
ASSOCIATES:
1. RA Realty Ventures LLP
2. SEW Engineering (India) Private Limited (held for sale)
A statement containing the salient features of the financial statements of the
Company's aforesaid subsidiaries, Joint Ventures and associates is annexed in the
prescribed Form AOC-1 to this Report as Annexure-1.
The Company will provide the financial statements of the subsidiaries/step-down
subsidiaries, joint ventures and associates and the related information to any member of
the Company who may be interested in obtaining the same. The Financial Statements of the
Subsidiaries will also be kept open for inspection at the Registered Office of the Company
and that of the respective Subsidiaries. Consolidated Financial Statements of the Company
forming part of this Annual Report include the financial statements of such entities. The
financial statements of aforesaid entities are also hosted on the website of the Company
at www.peninsula.co.in .
During the year ended March 31, 2025, the Company does not have any material subsidiary
companies as defined in the Securities and Exchange of India (Listing Obligations and
Disclosure Requirements), 2015 ('Listing Regulations '). The Policy for determining
Material Subsidiaries of the Company is available on the Company website at
www.peninsula.co.in .
3. DIVIDEND
To conserve the funds required for business growth plans, no dividend is recommended
for the financial year ended March 31, 2025.
4. TRANSFER TO RESERVES
During the financial year under review, your Company have not transferred any amount to
reserves.
5. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis for the financial year under review, as
stipulated under Regulation 34(2) (e) read with Part B of Schedule V of the SEBI Listing
Regulations, is presented in a separate section and forms part of the Integrated Annual
Report.
It provides mandatory disclosures required under the SEBI Listing Regulations
comprising of inter-alia details about the overall industry structure, economic scenarios,
operational and financial performance of the Company, business strategy, internal controls
and their adequacy, risk and concerns and other material developments during the financial
year 2024-25.
6. REVIEW OF PERFORMANCE
A. Standalone: For the financial year ended March 31, 2025, Revenue from operations
was Rs. 24,165 lakhs as against Rs. 51,963 lakhs in financial year ended March 31, 2024.
Net profit after tax was Rs. (2,527) lakhs as against Rs. 9,379 lakhs in financial year
ended March 31, 2024.
B. Consolidated: For the financial year ended March 31, 2025, Revenue from
operations was Rs. 25,774 lakhs as against Rs. 57,204 lakhs in financial year ended March
31,2024. Net profit after tax was Rs. (3,639) lakhs as against Rs. 12,829 lakhs in
financial year ended March 31, 2024.
7. SHARE CAPITAL
The Details of Equity and Preference Share Capital of the Company are as follows:
( Rs. in Lakhs)
Particulars of |
Details as on March 31,2025 |
Details as on March 31,2024 |
Share Capital |
No. of shares |
Amount |
No. of Shares |
Amount |
Authorised Share Capital |
|
|
|
|
| Equity Shares 0.01% Non -Cumulative Redeemable Preference Shares |
39,05,00,000 20,000 |
78.10.00. 000 2.00. 000 |
39,05,00,000 20,000 |
78.10.00. 000 2.00. 000 |
| 5% Cumulative Redeemable Preference Shares |
1,000 |
10,000 |
1,000 |
10,000 |
Issued, Subscribed and Paid - up Capital |
|
|
|
| Equity Share Capital |
32,40,01,220 |
64,80,02,440 |
30,87,01,220 |
61,74,02,440 |
During the financial year under review, Company had converted 1,53,00,000 warrants into
1,53,00,000 additional equity shares of Rs. 2/- each fully paid up with Rs. 12/- premium
per share in pursuance of 1 warrant converted into 1 equity shares of Rs. 2/- each fully
paid as per terms approved by Members at its Extra Ordinary General Meeting held on March
18, 2023 and as per Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
8. DEBENTURES
During the financial year under review, the Company had issued 2,65,48,672 Unlisted,
Unrated, Unsecured Optionally Convertible Debentures (OCDs) each, convertible into 1 (one)
fully paid-up equity share of face value Rs. 2/- (Rupees Two only) at a conversion price
of Rs. 56.50/- (Rupees Fifty-Six and Fifty Paise only) each, at par, for cash
consideration aggregating to amount of Rs. 1,49,99,99,968 (Rupees One Hundred Forty-Nine
Crores Ninety-Nine Lakhs Ninety - Nine Thousand Nine - Hundred Sixty-Eight only) on a
preferential basis through private placement to Arsenio Strategies Private Limited.
9. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the
financial year under review and information pursuant to provisions of Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is not applicable.
10. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES
There are no shares held by trustees for the benefit of employees and hence no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014
has been furnished.
11. DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during financial year under review
and hence information pursuant to provisions of Rule 8(13) of the Companies (Share Capital
and Debenture) Rules, 2014 is not applicable.
12. CHANGE IN THE NATURE OF THE BUSINESS
The Company is primarily engaged in the activities of Real Estate development. The
Company develops residential and commercial projects. During the financial year under
review, there has been no change in the nature of the business of your Company.
13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Pursuant to the provisions of Section 134(3)(q) of the Act read with Rule 8(5)(vii) of
the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under
review, there were no significant or material orders passed by the regulators or courts or
tribunals impacting the going concern status of your Company's operations in future.
14. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company follows appropriate policies, procedures and systems to ensure orderly and
efficient conduct of its business including adherence to Company's policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records and the timely preparation of reliable financial information.
15. CREDIT RATINGS
The Company during the financial year 2024-25 has obtained credit rating from Care
Ratings Limited for the below facility.
FACILITY RATED |
AMOUNT ( Rs. IN CRORE) |
RATING |
REMARKS |
| Rupee Term Loan under the Mahabank Commercial Lease Rental Discounting
Scheme |
250 |
CARE BBB- Stable |
New Rating |
16. COMMODITY PRICE RISKS/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
During the financial year under review, the Company does not possess any commodity
price risks and commodity hedging activities.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. DIRECTOR RETIRING BY ROTATION
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder, Mr. Rajeev A. Piramal (DIN:00044983) Executive Vice Chairman & Managing
Director of the Company is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.
The Board recommends the re-appointment of Mr. Rajeev A. Piramal as a Director for your
approval.
B. CHANGE IN DIRECTORS
i. The second consecutive term of office of Lt. Gen. Deepak Summanwar (Retd.)
(DIN:02017830) as the Independent Director of the Company was completed on September 26,
2024. Accordingly, he ceased to act as an Independent Director of the Company with effect
from September 27, 2024.
ii. Ms. Mitu Samarnath Jha (DIN: 07244627) was appointed as an Additional Independent
Director by the Board of Directors with effect from September 25, 2024 which was
regularized by the Shareholders of the Company via Postal Ballot on December 20, 2024.
iii. Mr. Ashwin Ramanathan (DIN: 08543918) was appointed as an Additional Independent
Director by the Board of Directors with effect from November 07, 2024 which was
regularized by the Shareholders of the Company via Postal Ballot on December 20, 2024.
iv. Mr. Hrishikesh Parandekar (DIN: 01224244) was appointed as an Additional Director
under the category of Nominee Director representing Arsenio Strategies Private Limited
part of Alpha Group with effect from August 08, 2024 by the Board of Directors which was
regularized by the Shareholders of the Company at its 152nd Annual General Meeting held on
September 11, 2024.
v. Mr. Pankaj Kanodia (DIN:02000161) was re-appointed as the Independent Director of
the Company to hold office for a second term of 5 (five) consecutive years on the Board of
the Company commencing from May 30, 2024.
C. KEY MANAGERIAL PERSONNEL
Mr. Mukesh Gupta resigned as a Company Secretary, Compliance Officer and Nodal Officer
with effect from close of business hours on April 10, 2025. Ms. Pooja Sutradhar has been
appointed as a Company Secretary, Compliance Officer and Nodal Officer with effect from
May 29, 2025.
D. DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the Independent Directors
confirming that they fulfil the criteria of independence as specified in Section 149(6) of
the Companies Act, 2013. Further, in opinion of the Board, all Independent Directors
possess integrity, expertise and experience including the proficiency required to be
Independent Directors of the Company, fulfil all the conditions of independence as
specified in the Act and SEBI Listing Regulations.
Independent Directors who are required to undertake the online proficiency
self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, have passed such test. Independent Directors of
the Company have registered themselves with the Indian Institute of Corporate Affairs,
Manesar (IICA') as required under Rule 6 of Companies (Appointment and Qualification
of Directors) Rules, 2014.
18. BOARD AND COMMITTEES OF BOARD
A. BOARD
The Board of your Company comprises of 2 (two) Executive Directors, 3 (three)
Non-Executive Directors and 5 (five) Independent Directors. The Board of Directors met 5
(five) times during the financial year under the review as per the provisions of
Secretarial Standards, Companies Act, 2013 and the Listing Regulations. The intervening
gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI
Listing Regulations. The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report, which forms part of this Annual Report.
B. COMMITTEES OF THE BOARD
The Committees of the Board viz; Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee and Stakeholder's Relationship
Committee are duly constituted as per the provisions of Companies Act, 2013 and applicable
Listing Regulations. Details of composition, terms of reference and meetings are mentioned
in Corporate Governance section forming part of this Annual Report.
The Company has also constituted functional committees delegating certain powers of the
Board for administrative efficiency.
All the recommendations made by all Board Committees were accepted by the Board.
C. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company meet without the presence of other Directors
or the management of the Company. The Meetings are conducted to enable the Independent
Directors to, inter-alia, discuss matters pertaining to review of performance of the
Non-Independent Directors, the Board as a whole and the Chairperson of the Company (taking
into account the views of the Non-Executive Directors) and to assess the quality, quantity
and timeliness of flow of information between the Company's management and the Board that
is necessary for the Board to effectively and reasonably perform their duties
During the financial year under review, the Independent Directors met on February 07,
2025 complying with the requirements of Schedule IV of the Companies Act, 2013 and the
provisions of Listing Regulations. The meetings were attended by all Independent Directors
of the Company.
D. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
Pursuant to Section 134 (3) (p), Schedule IV of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 and Regulation 17 and 25 of Listing Regulations,
a formal evaluation needs to be done by the Board of its own performance and that of its
Committees and individual Directors and that Independent Directors shall evaluate
nonindependent Directors and the Chairperson of the Board.
The Board at its meeting held on February 07, 2025 carried out the evaluation of every
Director's performance, its own performance and that of its Committees and individual
Directors. The evaluation of the Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. Further, the Independent Directors at their
meeting held on February 07, 2025, evaluated performance of the Chairperson,
Non-Independent Directors of the Company and the performance of the Board as a whole.
The Directors were satisfied with the evaluation results, which reflect the overall
engagement of the Board and its Committees.
The Nomination & Remuneration Committee at its meeting held on February 07, 2025
reviewed the implementation and compliance of the process of evaluation of performance as
specified by the said Committee.
E. BOARD FAMILIARISATION
Your Board is regularly updated on changes in statutory provisions, as applicable to
your Company. Your Board is also updated on the operations, key trends and risk universe
applicable to your Company's business. These updates help the Directors to keep abreast of
key changes and their impact on your Company.
19. DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as
Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014. Details of exempted deposits in form of borrowing
from banks and financial institutions were reported to Ministry of Corporate Affairs.
20. DISCLOSURE PERTAINING TO MATERIAL CHANGES AND COMMITMENTS
- The Board informs that after the financial year ended on March 31, 2025, the
Allotment Committee meeting was convened on April 16, 2025 to consider and approve
allotment of 77,27,000 additional equity shares on account of conversion 77,27,000 - 0%
unsecured Compulsorily Convertible Debentures ("CCDS") being convertible into 1
(one) equity share of face value Rs. 2/- (Rupees two only) for cash consideration on a
preferential basis, at a price of Rs.44/- (Rupees forty - four only) (including premium of
Rs. 42/- (Rupees forty - two only), aggregating to Rs. 33,99,88,000 /- (Rupees
Thirty-Three Crore Ninety-Nine Lakhs Eighty-Eight Thousand only) to Delta Corp Limited.
- Pursuant to the Joint Venture Agreement entered into by the Company on June 24, 2024,
which was approved by the shareholders of the Company at the EOGM held on June 03, 2024,
to form a Real Estate Platform along with the Real Estate 2.0 Residential Opportunities
Fund, which is a scheme of Alpha Alternatives Special Situations Fund (hereinafter
referred to as 'Alpha AIF') and Delta Corp Limited (hereinafter referred to as
"Delta"), the Company has through its Wholly Owned Subsidiary, Peninsula
Holdings and Investments Private Limited (hereinafter referred to as 'PHIPL') has invested
into the capital of the following:
1. M/s. Terranest Agri - Infratech LLP in terms of a Deed of Reconstitution of the said
LLP executed on May 27, 2025, along with corresponding investments by Alpha AIF and Delta.
2. M/s. Prairie Real Estate LLP in terms of a Deed of Reconstitution and Restatement of
the said LLP executed on July 03, 2025, along with corresponding investments by Alpha AIF
and Delta..
- CARE Ratings Limited, an external credit rating agency, has reaffirmed the rating in
respect of the below mentioned bank facility availed by the Company
FACILITY RATED |
AMOUNT ( Rs. IN CRORE) |
RATING |
REMARKS |
| Rupee Term Loan under the Mahabank Commercial Lease Rental Discounting
Scheme provided by Bank of Maharashtra . |
300 (Enhanced from 250) |
CARE BBB- Stable |
Reaffirmed |
3. EMPLOYEE STOCK OPTION SCHEME (ESOS) AND EMPLOYEE STOCK OPTION PLAN (ESOP)
The Company have not implemented ESOS or ESOP, hence disclosure in terms of Companies
(Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee
Benefits) Regulations, 2014 are not applicable.
4. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has adopted a Whistle Blower Policy and has established the necessary vigil
mechanism for Directors and employees in conformity with Section 177 of Companies Act,
2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to report genuine concerns and to provide for adequate safeguards
against victimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the
Corporate Governance Report annexed to this Annual Report. The said policy is also hosted
on the website of the Company at www.peninsula.co.in .
5. TRANSFER OF UNCLAIMED DIVIDEND / UNPAID SHARES/ SHARE APPLICATION MONEY DUE FOR
REFUND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year, no dividends or shares were transferred to IEPF.
6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Audit Committee approves Related Party Transactions periodically and also as per
the requirements of the Company. All the contracts or arrangements of the nature as
specified in Section 188(1) of the Companies Act, 2013 entered into by the Company during
the financial year under review with related party/(ies) are in the ordinary course of
business and on arm's length basis. Hence, the disclosure pursuant to Clause (h) of
sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC - 2 is not applicable.
The Details of the Related Party Transactions are mentioned in notes to the financial
statements.
In conformity with the requirements of the Companies Act, 2013 read with the SEBI
Listing Regulations, the policy to deal with related party transactions is also available
on Company's website at www.peninsula.co.in .
The Non-Executive Directors of the Company were paid sitting fees and reimbursement of
expenses, if any, for attending each meeting of the Board of Directors, Audit Committee,
Nomination & Remuneration Committee and meeting of Independent Directors during the
financial year under review. Further, no sitting fees were paid by the Company for
attending the meeting of Stakeholders' Relationship Committee.
The Non-Executive Directors do not have any other pecuniary relationship with the
Company apart from the above and receiving dividend for the shares held by them, if any
other than Mr. Mahesh S. Gupta, Non-Executive Non-Independent Director of the Company, who
has provided advisory services in professional capacity under terms of engagement entered
into in this regard, with due approval of the Board and recommendation by the Nomination
& Remuneration Committee and the Audit Committee. Pursuant thereto, the Company has
paid Rs. 12.50 lakhs plus GST per month for such services rendered and Rs. 25.00 lakhs
plus GST as mutually agreed as one-time additional fee in recognition of the wider scope
of services provided and the additional time and efforts put in.
Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company
has filed half yearly reports to the stock exchanges, for the related party transactions.
7. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
The details of particulars of loans, guarantees, investments for the financial year
ended on March 31,2025 are mentioned in financial statements.
8. PARTICULARS OF EMPLOYEES AND REMUNERATION
In terms of Section 136 of the Act, the Reports and accounts are being sent to the
members and others entitled thereto, excluding the information on employees' particulars
mentioned in Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for
inspection in electronic mode up to the date of the 153rd Annual General Meeting.
The information required pursuant to Section 197 (12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company will be provided on request. Copies of the
said statement are available at the registered office of the Company during the designated
working hours from 21 days before the AGM till date of the AGM.
If any member is interested in inspecting or obtaining these particulars, such member
may write to the Secretarial Department at investor@peninsula.co.in.
9. NOMINATION AND REMUNERATION POLICY
The Board has in accordance with the provisions of subsection (3) of Section 178 of the
Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees. The text of the
policy is available on the website of the Company www. peninsula.co.in. There has been no
change in the policy during the year. This policy outlines the guiding principles for the
Nomination and Remuneration Committee for identifying persons who are qualified to become
Directors and to determine the independence of Directors, while considering their
appointment as Directors of the Company and that remuneration is directed towards
rewarding performance based on Individual as well as organizational achievements and
Industry benchmarks.
10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company not being part of top 1000 listed companies based on market capitalization
as on March 31, 2025, Business Responsibility and Sustainability Report pursuant to
Regulation 34(2)(f) of the Listing Regulations is not applicable to the Company.
11. CORPORATE GOVERNANCE
Your Company aims and constantly strives in maintaining the highest standards of
Corporate Governance practices. Your Company complies with all the mandatory requirements
as stipulated under the Regulation 34 of the SEBI Listing Regulations. Report on Corporate
Governance alongwith the Certificate from practising Company Secretary on compliance of
conditions of Corporate Governance and the Certificate from Practicing Company Secretaries
on Nondisqualification of Directors, forms part of this report.
A declaration signed by Mr. Rajeev A. Piramal, Executive Vice Chairman and Managing
Director in regard to compliance with the Code of Conduct by the Board members and Senior
Management Personnel also forms part of Corporate Governance Report.
12. ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025
prepared in accordance with
Section 92(3) of the Act is made available on the website of your Company at
www.peninsula.co.in .
13. CORPORATE SOCIAL RESPONSIBILITY
The details of the CSR Committee are provided in the Corporate Governance Report, which
forms part of this I ntegrated Annual Report. The Annual report on CSR Activities is
annexed and forms part of this report as Annexure - 2.
The Chief Financial Officer of your Company has certified that CSR spends of your
Company for financial year 2024-25 have been utilised for the purpose and in the manner
approved by the Board of the Company.
Corporate Social Responsibility policy of the Company is hosted on the website of the
Company at www.peninsula . co.in. This policy outlines inter-alia the responsibility of
the CSR Committee for identifying the projects which would fall within the CSR objectives
of the Company which is in line with Schedule VII of Companies Act, 2013. The policy also
outlines responsibility on CSR Committee for maintaining transparent monitoring and
reporting mechanism for ensuring effective implementation of the projects/programs/
activities proposed to be undertaken by the Company.
14. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details pertaining to conservation of energy and technology absorption pursuant to
the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 have not been mentioned in the Directors' Report
considering the nature of activities undertaken by the Company during financial year under
review. Nevertheless, Company makes efforts to conserve energy by using energy efficient
equipment at its administrative offices and switching off equipment when not in use.
Further, Company did not incur any expenditure nor has received any income in foreign
currency as on the financial year ended on March 31,2025 to be reported in the Directors'
Report.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), we hereby
state that:
i. in the preparation of the annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
ii. 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 March 31, 2025 and its profits for
the year ended on that date;
iii. 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;
iv. your Directors have prepared the Annual Accounts for the financial year ended March
31, 2025 on a going concern basis;
v. your Directors have laid down internal financial controls which are followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
vi. your Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
34. AUDITORS
A. STATUTORY AUDITORS
M/s. S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No.
324982E / E300003) were re-appointed as the Statutory Auditors of the Company in terms of
Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from
conclusion of 150th Annual General Meeting upto the conclusion of the 155th Annual General
Meeting of the Company to be held in the year 2027.
All services rendered by the Statutory Auditors are preapproved by the Audit Committee.
During the financial year under review, the Statutory Auditors have not offered any
prohibitory services to the Company or its subsidiary company of the Company. Details of
fees/remuneration paid to Auditors for the financial year 2024-25 are provided in the
Report on Corporate Governance.
The remarks and observations made in the Auditor's Report of M/s. S R B C & Co.
LLP, Chartered Accountants read together with relevant notes thereon, are self-explanatory
and hence do not call for any comments.
B. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time, the Company has appointed, at the Board Meeting Mr.
Shivam Sharma proprietor of M/s. Shivam Sharma & Associates, Practicing Company
Secretary, to undertake the Secretarial Audit of the Company for the financial year 2025.
The report on the Secretarial Audit is annexed as Annexure-3. The Secretarial Audit
Report does not contain any qualifications, reservations or adverse remarks.
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024 ("SEBI Listing Regulations"),
effective from April 1, 2025, a Company is required to appoint a peer reviewed secretarial
auditor (if individual then for not more than one term of five consecutive years and if a
firm then for not more than two terms of five consecutive years), with the approval of the
shareholders in the Annual General Meeting.
Based on the recommendation of the Audit Committee, the Board of Directors
("Board") has approved the appointment of Mr. Shivam Sharma, M/s. Shivam Sharma
and Associates, Practicing Company Secretary as the Secretarial Auditor of the Company for
a period of five consecutive financial years from 2025-26 to 2029-30. The appointment is
subject to approval of the Members of the Company. The recommendations are based on the
fulfilment of the eligibility criteria & qualification prescribed under the Act &
Rules made thereunder and SEBI Listing Regulations about secretarial audit, capability,
independent assessment, audit experience and based on the evaluation of the quality of
audit work done in the past.
C. COST AUDITOR
Your Company is not statutorily required to conduct Cost Audit hence Report of the same
for the financial year ended March 31, 2025 pursuant to provisions of the Companies (Cost
Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.
D. INTERNAL AUDITOR
Your Company has appointed M/s. Aneja & Associates, Chartered Accountant as the
Internal Auditor for the financial year ended March 31, 2025. They have conducted the
Internal Audit of the Company on periodical intervals and reports of the same were placed
before the Audit Committee Meeting and Board of the Directors meeting for their noting and
appropriate actions.
E. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE.
STATUTORY AUDITOR'S REPORT - The observations made in the Auditor's Report of M/s.
S R B C & Co. LLP, Chartered Accountants read together with relevant notes thereon,
are self-explanatory and hence do not call for any comments. There is no qualification,
reservation, adverse remark or disclaimer by the Statutory Auditor in their report.
SECRETARIAL AUDITOR'S REPORT - Secretarial Auditor's Report issued by Mr. Shivam
Sharma, M/s. Shivam Sharma and Associates, Practicing Company Secretary for the financial
year ended March 31, 2025 does not contain any qualification, reservation, adverse remark
or disclaimer in his Report. The observations made in the Report read together with
relevant notes thereon, are self-explanatory and hence do not call for any comments.
35. FRAUD REPORTING
During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by Company's
officers or employees, to the Audit Committee, as required under Section 143(12) of the
Act.
36. INFORMATION PURSUANT TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place Policy on Prevention of Sexual Harassment as per the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. In compliance of the aforesaid Act, Company has also constituted
Internal Complaints Committee to redress the complaints received from employees
irrespective of them being permanent, contractual or temporary employees or trainees.
Details of the complaints relating to the incidents of sexual harassment and workshop
conducted by the Company are mentioned below:
| NUMBER OF COMPLAINTS FILED DURING THE YEAR 2024-25 |
NUMBER OF COMPLAINTS DISPOSED-OFF DURING YEAR |
NUMBER OF COMPLAINTS PENDING AS ON MARCH 31, 2025 |
NIL |
NIL |
NIL |
The Company has displayed the policy on prevention of Sexual Harassment at Workplace on
the website of the Company and the weblink of the same is www.peninsula.co.in
.
37. MATERNITY BENEFIT COMPLIANCE
The Company affirms that it is in compliance with the Maternity Benefit Act, 1961.
38. INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no proceedings initiated/ pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
39. DISCLOSURE ON DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF There were no instances of
one-time settlement with any bank or financial institution during the financial year under
the review.
40. RISK MANAGEMENT POLICY
The Company is exposed to inherent uncertainties owing to the sector in which it
operates. A key factor in determining the Company's capacity to create sustainable value
is the ability and willingness of the Company to take risks and manage them effectively
and efficiently.
Many types of risks exist in the Company's operating environment and emerge on a
regular basis due to many factors such as changes in regulatory framework, economic
fundamentals etc. In order to evaluate, identify and mitigate these business risks, the
Company has a robust Risk Management framework. This framework seeks to create
transparency, ensure effective risk mitigation process and thereby minimize adverse impact
on the business objectives and enhance the Company's competitive advantage. Business risks
as identified are reviewed and a detailed action plan to mitigate the identified risks is
drawn up and its implementation is monitored. The key risks and mitigation actions are
placed before the Audit Committee of the Company.
The Board of Directors of the Company has formulated a Risk Management Policy aiming at
mitigating and managing business risks.
41. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the financial year
under review:
a) Issue of shares with differential rights as per provisions of Section 43(a)(ii) of
the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
b) Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read
with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.
c) Issued any equity shares under Employees Stock Option Scheme as per provisions of
Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014.
d) Non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014.
e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.
f) The details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
42. CHANGE IN REGISTERED OFFICE
During the financial year under the review, the Company has not changed its registered
office.
43. DISCLOSURE OF ACCOUNTING TREATMENT
Your Company has followed requisite Indian Accounting Standards issued by the Institute
of Chartered Accountants of India to the extent applicable in preparation of financial
statements.
44. SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and approved by the Central Government.
45. DISPATCH OF DOCUMENTS THROUGH ELECTRONIC MEANS
The Company would like to intimate that as per Section 20 of the Act read with the
Companies (Management and Administration) Rules, 2014 as may be amended from time to time
which permits paperless compliances and also service of notice/documents (including Annual
Report) through electronic mode to its Members. Your Company requests and has consistently
encouraged Members to take necessary steps for registering their e-mail ids so they can be
a part and contribute towards greener environment.
46. ACKNOWLEDGEMENT AND APPRECIATION
Your Board expresses their gratitude towards all the employees of the Company for their
sincere, consistent and dedicated efforts towards the Company. They would also like to
thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and Financial
Institution for their continued co-operation and support received by the Company.
|
For and on behalf of the Board |
|
Peninsula Land Limited |
|
Sd/- |
Place: Mumbai |
Urvi A. Piramal |
Date: August 06, 2025 |
Non-Executive Chairperson |
|