peninsula land ltd share price Directors report

Dear Shareholders,

Your Directors have pleasure in presenting their 151^st Annual Report and the Audited Accounts for the Financial Year ended March 31, 2023 together with the Independent Auditors Report thereon.

1. FINANCIAL RESULTS

( Rs. in Lakhs)

	Standalone		Consolidated
	For the Financial	For the Financial	For the Financial	For the Financial
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Total Revenue	1,00,212	20,480	1,03,892	45,251
Profi t/(Loss) before Tax for the year (before exceptional items)	6,072	4,649	8,546	2,808
Exceptional Items	(1,042)	(13,747)	1,664	(13,818)
Profi t/(Loss) before Tax for the year	5,030	(9,098)	10,210	(11,010)
Profi t/(Loss) after Tax	5,038	(9,103)	9,708	(11,002)
(Including OCI)
Profi t/(Loss) Brought	(82,916)	(73,813)	(87,481)	(76,479)
Forward from Previous
Year
Net Profi t available for appropriation	-	-	-	-
Appropriation	-	-	-	-
Retained Earnings/	(77,878)	(82,916)	(77,773)	(87,481)
(Losses) carried forward

2. OPERATIONS OF THE COMPANY

On a Standalone basis, the Total Revenue for the Financial Year ended March 31, 2023 stood at Rs. 1,00,212 Lakhs as against Rs. 20,480 Lakhs for the corresponding Financial Year ended March 31, 2022. The Company reported a profi t before tax of Rs. 5,030 Lakhs for the Financial Year ended March 31, 2023 as against loss of Rs. 9,098 Lakhs for the Financial Year ended March 31, 2022. The profi t after tax was Rs. 5,038 Lakhs for the Financial Year ended March 31, 2023 as against loss of Rs. 9,103 Lakhs for the Financial Year ended March 31, 2022.

On a Consolidated basis, the Total Revenue for the Financial Year ended March 31, 2023 was Rs. 1,03,892 Lakhs as against Rs. 45,251 Lakhs for the corresponding Financial Year ended March 31, 2022. The Company reported a profi t before tax of Rs. 10,210 Lakhs for the Financial Year ended March 31, 2023 as against a loss of Rs. 11,010 Lakhs for the Financial Year ended March 31, 2022. The profi t after tax was Rs. 9,708 Lakhs for the Financial Year ended March 31, 2023 as against loss of Rs. 11,002 Lakhs for the Financial Year ended March 31, 2022.

3. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2022 and March 31, 2023 was Rs. 5,590 Lakhs and Rs. 5,874 Lakhs respectively. During the Financial Year 2022-23, the Company had issued and allotted following securities to Miranda Tools Private Limited, a member of Promoter Group:

1. 1,45,00,000 (One Crore Forty-Five Lacs) equity shares of the Company of the face value of Rs. 2/- (Rupees Two only) each, each fully paid-up ("Equity Shares") at a price of Rs. 14/- (Rupees Fourteen only) per Equity Share (including premium of Rs. 12/- (Rupees Twelve only) per Equity Share), aggregating to 20,30,00,000/- (Rupees Twenty Crore Thirty Lacs only);

2. 1,53,00,000 warrants ("Warrants") of the Company, whereby each Warrant is convertible in to 1 (one) equity share of face value Rs. 2/- (Rupees Two only) ("Additional Equity Share") at any time within 18 (eighteen) months from the date of allotment of the Warrants, at a price of Rs.14 /- (Rupees Fourteen only) per Warrant (including premium of Rs. 12/- (Rupees Twelve only)), aggregating to Rs. 21,42,00,000 (Rupees Twenty One Crore Forty Two Lacs only). Against the same warrant, the Company has received 25% at the time of allotment and remaining 75% will be received at the time of conversion of warrant into equity shares.

Further, The Company has not granted stock options or sweat equity.

4. DEBENTURES:

During the Financial Year 2022-23, the Company did not issued or alloted Non-Convertible Debentures.

5. DIVIDEND:

In order to conserve the resources of the Company, your Board of Directors does not recommend any dividend on the Equity Share of the Company for the Financial Year ended March 31, 2023.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to the general reserves during the fi nancial year under review.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 7, 8, 9 & 10 to the Standalone Financial Statements, forming part of this Annual Report.

8. STATE OF COMPANYS AFFAIRS AND BUSINESS REVIEW:

The details of the Companys affairs including its operations and projects are detailed in the Management Discussion & Analysis Report, which forms part of this Annual Report.

9. CORPORATE SOCIAL RESPONSIBILITY:

During the Financial Year 2022-23, the Company was not under any statutory obligation to make any contribution towards the Corporate Social Responsibility activities and hence has not made any contribution in this regard.

As mandated under Section 135 of the Companies Act, 2013, the details of Composition of Corporate Social Responsibility

Committee are given in the Corporate Governance Report, forming part of this Annual Report. Corporate Social Responsibility Policy of the Company is hosted on the 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 it operates. A key factor in determining the Companys capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and effi ciently. Many types of risks exist in the Companys 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 Companys competitive advantage. The Business risks as identifi ed are reviewed and a detailed action plan to mitigate the identifi ed risks is drawn up and its implementation is monitored. The key risks and mitigation actions are placed before the Audit Committee of the Company.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit as defi ned in the Internal Audit Charter covers the evolution of Internal Control System. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor monitors and evaluates the effi cacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the Report of Internal Auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. If any Signifi cant audit observations identifi ed by the Internal Auditors and corrective actions thereon are presented to the Audit Committee.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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 hosted on the website of the Company www.peninsula.co.in

13. SUBSIDIARY COMPANIES:

The Company has 23 (Twenty Three) Subsidiaries (including direct and step-down subsidiaries), 5 (Five) Joint Ventures and 1 (One) Associate Company as on March 31, 2023 as given below:

Subsidiaries:

1. Peninsula Holdings and Investments Private Limited

2. Peninsula Mega Properties Private Limited

3. Peninsula Crossroad Private Limited

4. Pavurotti Real Estate Development Private Limited

5. Peninsula Mega Township Developers Private Limited

6. Midland Township Private Limited

7. Rockfi rst Real Estate Limited

8. Truewin Realty Limited

9. Goodhome Realty Limited

10. R R Mega City Builders Private 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 Services 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 Private Limited

Joint Venture:

1. Bridgevie Real Estate Development LLP

2. HEM Infrastructure and Development Private Limited

3. Penbrook Capital Advisor Private Limited

4. Peninsula Brookfi eld Trustee Private Limited

5. Peninsula Brookfi eld Investment Managers LLP (Merged with PenBrook Capital Advisors Private Limited with effect from March 30, 2023).

6. HEM Bhattad (AOP) (Joint Venture of HEM Infrastructure and Development Private Limited)

Associate:

1. RA Realty Ventures LLP

The Company had one material Subsidiaries namely Goodhome Realty Limited as on March 31, 2023. The policy on material Subsidiaries has been formulated by the Company and posted on the website of the Company www. peninsula.co.in.

A statement containing the salient features of the Financial Statements of the Companys aforesaid Subsidiaries, Joint Ventures and Associates is annexed in the prescribed Form AOC-1 to this Report as "Annexure–A".

The Company will provide 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 may be interested in obtaining the same. The Financial Statements of the Subsidiaries will also be kept open for inspection at the Registered Offi ce of the Company and that of the respective Subsidiaries. The Consolidated Financial Statements of the Company, forming part of this Annual Report includes the Financial Statements of its Subsidiaries. The Financial Statements of Subsidiaries are also hosted on the website of the Company www.peninsula.co.in.

14. DIRECTORS/ KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Sub-Section (6) of Section 152 of the Companies Act, 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 being eligible, offers himself for reappointment. Your Directors recommend re-appointment of Mr. Mahesh S. Gupta as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation.

The Company has complied with the requirement of appointing Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013. The Company has appointed Mr. Vishal Menon as Company Secretary w.e.f. 16th May 2023 due to the resignation of Ms. Sonal Rathod as Company Secretary of the Company w.e.f. 09th May 2023.

All the Independent Directors have furnished declaration in accordance with the provisions of Section 149 (7) of the Companies Act, 2013 regarding, meeting the criteria of independence as provided under Section 149 (6) read with Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors appointed possess the integrity, expertise and experience (including the profi ciency) required to contribute to the quality 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 Rule 8 of the Companies (Accounts) Rules, 2014 and Regulation 17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a formal evaluation needs to be done by the Board of its own performance and that of its Committees and individual Directors and that the Independent Directors shall evaluate non-independent Directors and the Chairperson of the Board.

The Board at its meeting held on February 13, 2023 carried out the evaluation of every Directors 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 13, 2023, evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the Board as a whole.

The Directors were satisfi ed with the evaluation results, which refl ect the overall engagement of the Board and its Committees.

The Nomination & Remuneration Committee at its meeting held on February 13, 2023 reviewed the implementation and compliance of the process of evaluation of performance as specifi ed by the said Committee.

16. MEETINGS OF THE BOARD AND ITS COMMITTEES:

The number of meetings of the Board and its Committees held during the Financial Year 2022-23 is tabled below:

Sr. No.	Name of the Meeting	Date of the Meeting
1.	Board Meeting	(i) 25th May, 2022
		(ii) 09th August, 2022
		(iii) 07th November, 2022
		(iv) 13th February, 2023 and
		(v) 21st February 2023
2.	Audit Committee	(i) 25th May, 2022
		(ii) 09th August, 2022
		(iii) 07th November, 2022 and
		(iv) 13th February, 2023
3.	Nomination and Remuneration	(i) 25th May, 2022
	Committee
		(ii) 07th November, 2022 and
		(iii) 13th February, 2023.
4.	Stakeholders Relationship	(i) 25th May, 2022
	Committee
5.	Corporate Social Responsibility	(i) 13th February, 2023
	Committee

The gap between two consecutive Board Meetings and Audit Committee Meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Committees are more specifi cally given in the Corporate Governance Report, which forms a part of this Annual Report.

17. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of the policy are more particularly mentioned in the Corporate Governance Report, which forms a part of this Annual Report. The policy is also hosted on the Companys website www.peninsula.co.in.

18. LOAN FROM DIRECTORS

During the Financial Year 2022-23, the Company has not accepted any loans from any of the Directors of the

Company except disclosed in Related Party Transaction in Note No. 40 of Standalone Financial Statement.

19. 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 judgements 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, 2023 and its profi ts for the year ended on that date;

iii) your Directors have taken proper and suffi cient 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 fi nancial year ended March 31, 2023 on a going concern basis;

v) your Directors have laid down internal fi nancial controls which are followed by the Company and that such internal fi nancial 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.

20. RELATED PARTY TRANSACTIONS

The Related Party Transactions (RPT) that were entered into during the Financial Year 2022-23 were on an arms length basis and in the ordinary course of business. There were no materially signifi cant Related Party Transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential confl ict with 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 (RPT) were placed before the Audit Committee and on the recommendation of the Audit Committee, the RPTs were also placed before the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee was also obtained for the transactions that were of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transactions for the purpose of identifi cation and monitoring of such transactions. The details of Related Party Transactions entered into by the Company are more particularly given in the Note No. 40 of the Standalone Financial Statements, forming a part of this Annual Report.

The policy on Related Party Transactions as approved by the Board is hosted on the Companys website 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 and Nomination & Remuneration Committee thereof and Meeting of Independent Directors during the Financial Year 2022-23. Further, no sitting fees are 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 pursuant to approval and recommendation by the NRC and the Audit Committee. Pursuant thereto, the Company has paid Rs.98 Lacs for such services rendered.

21. DEPOSITS:

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013, during the Financial Year 2022-23.

22. AUDITORS: a) Statutory Auditors

M/s. S R B C & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 324982E / E300003) were reappointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (fi ve) 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 calendar year 2027.

The Auditors Report on the Standalone and Consolidated Financial Statement of the Company for the Financial Year 2022-23, does not contain any qualifi cation or reservation. Other remarks made by the auditors are self-explanatory.

The Directors of your Company confi rm that no instances of frauds or mis-management were 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 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 held on 09th August 2022, M/s. DNV & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed as "Annexure-C". The remarks made by theSecretarial Auditor are self-explanatory.

23. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION& ANALYSIS REPORT:

The Corporate Governance Report together with the Certifi cate on Corporate Governance issued by M/s. DNV & Associates, Company Secretary in Practice (C.P. No.: 21050), confi rming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Management Discussion & Analysis Report, annexed to this Annual Report, form an integral part of this Report.

The disclosures required as per Section II of Part II of Schedule V of the Companies Act, 2013 are also provided in the Corporate Governance Report, forming part of this Annual Report.

24. ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 as on 31st March, 2023, 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 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. 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 151st Annual General Meeting. If any member is interested in inspecting or obtaining these particulars, such member may write to the Company Secretary at investor@peninsula.co.in.

26. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, provisions regarding Conservation of Energy and Technology Absorption read with Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable.

27. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Financial Year 2022-23, expenditure in foreign currencies in terms of actual outfl ow amounted to Rs. NIL on account of professional fees and payment of Letter of Credit and the Company has not earned any foreign exchange.

28. SIGNIFICANT AND MATERIAL ORDERS:

There were no signifi cant and material orders passed by any Regulators or Courts or Tribunals during the Financial Year 2022-23 impacting the going concern status and Companys operations in future.

29. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specifi ed by the Central Government 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-Sexual Harassment Policy and has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the Financial Year 2022-23, 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 Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of Insider 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 BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

The details of material changes, occurred between the end of the Financial Year and the date of this report, which may have an effect on the fi nancial position of the Company are disclosed in the Note No. 64 of the Standalone Financial Statements, forming a part of this Annual Report.

There were no other reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the fi nancial position of the Company.

34. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the Financial Year 2022-23.

35. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

36. DETAILS OF VALUATION REGARDING LOANS TAKEN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year no loans were taken from the Banks or Financial Institutions and therefore details regarding the valuation are not applicable.

37. ACKNOWLEDGEMENT

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, Debenture Trustees, Shareholders, Debenture-Holders and Employees of the Company for their continued support and encouragement and look forward for the same in future.

For and on behalf of the Board

Peninsula Land Limited

	Sd/-
	Urvi A. Piramal
Place: Mumbai	Non-Executive Chairperson
Date : May 30, 2023