Peninsula Land

1.  The Directors have pleasure in presenting their 136th Annual Report
 and the Audited Accounts for the year ended 31st March, 2008 together
 with the Auditors Report thereon.
 
 2.  Financial Results  
 
 
 
 particulars                                        Rs. in lacs
                                        for the year  for the year ended
                                        31st march        31st march
                                         2008                2008
   
 Total Income                          35,559.60         32,091.44
 Profit Before
 Extraordinary &
 Prior Period Items                    16,505.64         16,472.40
 Extraordinary &
 Prior Period Items                     1,711.00         (2,519.61)
 Profit before tax                     14,794.65         13,952.79
 Less: Tax                              1,815.74            748.99
 Profit after Tax                      12,978.90         13,203.80
 Profit Brought Forward
 from Previous Year                    19,513.42          9,107.32
 Adjustment of Loss &
 Transaction with
 Dawn Mills                           (11,299.67)
 Net Profit available
 for appropriation                     21,192.64         22,311.11
 Appropriation:
 Transfer to
 General Reserve                        1,300.00          1,320.39
 Transfer to Debenture                            
 Redemption Reserve                     3,447.00
 Proposed Dividend
 on Preference Shares                       0.01              0.01
 Proposed Dividend                                
 on Equity Shares                       2,233.61          1,262.70
 Distribution Tax Thereon                 379.60            214.60
 Dividend to Shareholders
 of Dawn Mills                            150.00
 Distribution Tax Thereon                  25.49
 Profit carried to                                      
 the Balance Sheet                     13,656.94         19,513.42
 
 3.  Authorized Share Capital At the Extra Ordinary General Meeting held
 on 22nd October, 2007, the Authorised Share Capital of the Company was
 increased from Rs.  52,00,00,000/- (Rupees Fifty Two Crores only) to
 Rs. 65,00,00,000/- (Rupees Sixty Five Crores only).
 
 4.  Sub-division of Shares
 
 The paid-up Equity Share Capital of the Company of face-value of
 Rs.10/- per share was sub-divided into Rs. 2/- per share effective from
 23rd October, 2007.
 
 5.  Qualified Institutional Placement
 
 During the year under review, the Company had raised Rs. 52,500 lacs by
 issue of 4,37,50,000 equity shares of face value of Rs. 2/- each at a
 premium of Rs. 118/- per share through Qualified Institutional
 Placement (QIP) to Qualified Institutional Buyers (QIB) on a private
 placement basis.
 
 This had resulted in the paid-up share capital of the Company
 increasing from Rs. 4,209.02 lacs to Rs. 5,584.02 lacs consisting of
 27,92,01,220 equity shares of Rs. 2/- each (which includes Rs. 500 lacs
 for shares allotted to the shareholders of erstwhile The Dawn Mills
 Company Limited) and 1,000 Redeemable Preference Shares of Rs. 10/-
 each.
 
 The new shares have been listed on the Bombay Stock Exchange Limited
 and National Stock Exchange of India Limited on 3rd January, 2008.
 
 6.  Dividend Preference Shares
 
 The Board of Directors have recommended dividend @ 5% p.a. on
 Preference Shares of Rs. 10/- each for the year ended 31st March, 2008.
 
 Equity Shares
 
 The Board of Directors have recommended dividend @ 40% (Rs.0.80) per
 equity share of Rs. 2/- each for the year ended 31st March, 2008.
 
 The dividend will be free of tax in the hands of the shareholders.
 Total cash outflow on account of these dividend payments together with
 distribution tax will be Rs. 2.613.21 lacs.
 
 7.  Operations of the Company
 
 During the year, the Company had earned a revenue of Rs. 35,560 lacs
 for the year as compared to Rs. 32,091 lacs for the previous period of
 nine months ended 31st March, 2007.
 
 Profit before tax was Rs. 16,506 lacs as against Rs.  16,472 lacs in
 the corresponding period of last year.
 
 The above results have been achieved inspite of the operations in the
 current year being adversely affected on account of Stop Work Notices
 issued by the Municipal Corporation of Greater Mumbai which resulted in
 stoppage of work for six months of the year in respect of all the four
 projects under development in the city of Mumbai. The Stop Work Notices
 have been withdrawn with effect from 2nd April, 2008 and work has
 commenced on all the four projects.
 
 8.  Expansion Plans
 
 The Company, as a part of its geographical expansion beyond Mumbai, has
 now acquired land in the cities of Pune, Goa, Nagpur, Nashik and
 Hyderabad. Work on all these sites are expected to commence shortly and
 the projects will be completed in a phased manner in a span of 3 - 5
 years.
 
 9.  Joint Venture
 
 The Company has entered into a 50: 50 Joint Venture with Arrow Webtex
 Limited for building business hotels across the country.
 
 10.  Management Discussion and Analysis
 
 As required by Clause 49 of the Listing Agreement with the Stock
 Exchanges, Management Discussion and Analysis Report is appended to
 this report.
 
 11.  Corporate Governance
 
 As required by Clause 49 of the Listing Agreement, a Report on
 Corporate Governance is appended together with the Certificate on
 Corporate Governance from the Statutory Auditors.
 
 As a part of good Corporate Governance, we have obtained a Secretarial
 Compliance Certificate from a Practising Company Secretary, M/s. V.
 Sundaram & Co., in respect of compliance of all rules, regulations
 under the various applicable provisions of the Companies Act, 1956 and
 the applicable regulations under the Listing Agreement entered with the
 Stock Exchanges. A copy of the said certificate is appended to this
 report.
 
 12.  Directorate
 
 The Board of Directors at its meeting held on 31st January, 2008
 appointed Mr. Sudhindar Khanna as an Additional Director of the Company
 and at its meeting held on 6th June, 2008 appointed Lt. Gen.  Deepak
 Summanwar as an Additional Director of the Company and both of them
 will hold office upto the date of the ensuing Annual General Meeting.
 The Company has received notices in writing from the members proposing
 the candidatures of Mr.  Sudhindar Khanna and Lt. Gen. Deepak Summanwar
 for the office of Directors, liable to retire by rotation.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. C. M. Hattangdi and Ms.
 Bhavna Doshi, Directors of the Company retire by rotation at this
 Annual General Meeting and are eligible for re-appointment, which the
 Board recommends.
 
 13.  Auditors
 
 The Auditors, M/s. Haribhakti & Co., retire at this Annual General
 Meeting and are eligible for re-appointment. The Board recommends their
 re- appointment.
 
 14.  Particulars of Employees
 
 The Directors acknowledge with thanks the contribution made by
 employees towards the growth of the Company and appreciate their
 unstinted co- operation and support to the Management.
 
 Any shareholder interested in obtaining a copy of the statement of
 particulars of employees referred to in Section 217(2A) of the
 Companies Act, 1956, may write to the Company Secretary at the
 Registered Office of the Company.
 
 15.  Subsidiary Companies /Consolidated Accounts The Central Government
 has granted exemption under Section 212(8) of the Companies Act, 1956,
 from attaching to the Balance Sheet of the Company, the Accounts and
 the other documents of its subsidiary companies. However, the
 Consolidated Financial Statements of the Company, which include the
 results of the said subsidiaries, are included in this Annual Report.
 Further, a statement containing the
 particulars prescribed under the terms of the said exemption for each
 of the Companys subsidiaries are also enclosed. Copies of the audited
 annual accounts of all the subsidiary companies can also be sought by
 anv investor of the Company or its subsidiaries on making a written
 request to the Company Secretary at the Registered Office of the
 Company in this regard.  The Annual Accounts of the subsidiary
 companies are also available for inspection at the Companys and / or
 the concerned subsidiaries registered office.
 
 Details of the various Subsidiary Companies are as under:
 
 Renato Finance & Investments Private Limited (Renato)
 
 During the year ended 31st March, 2008, Renatos total revenue from
 financial and investment activities was of Rs. 86.47 lacs as against
 the previous years revenue of Rs. 425.15 lacs. Corresponding Profit
 after tax was Rs. 3.57 lacs and Rs. 0.77 lacs respectively. Renato is a
 registered Non Banking Finance Company.
 
 Planetview Mercantile Company Private Limited
 
 {Planetview)
 
 Planetview is in the business of Real Estate development project in
 Goa. The Company had incurred a loss of Rs. 2.50 lacs. The project
 expenses are transferred to work in progress.
 
 Peninsula Trustee Limited (PTL)
 
 PTL is in the business of managing various Real Estate Funds. During
 the year ended 31st March, 2008, PTL had earned total revenue of Rs.
 0.72 lacs and incurred loss of Rs. 2.45 lacs. The corresponding figures
 of total revenue for the previous year 2006-07 was Rs. Nil and incurred
 loss of Rs. 4.10 lacs.
 
 Peninsula Pharma Research Centre Private Limited (Peninsula Pharma)
 
 Peninsula Pharma is in the business of Real Estate Development Project
 (SEZ) in Goa. The project is notified under SEZ by Government of India.
 The project expenses are transferred to work in progress.
 
 Peninsula Investment Management Company Limited (PIMCL)
 
 PIMCL is rendering mainly investment advisory services. During the year
 ended 31st March, 2008, PIMCL earned total revenue of Rs. 128.72 lacs
 and
 
 incurred loss of Rs. 130.90 lacs. The corresponding figure of total
 revenue for the previous year 2006-07 was Rs. 8.64 lacs and the loss of
 Rs. 60.69 lacs.
 
 Peninsula Facility Management Services Private Limited (Peninsula
 Facility)
 
 Peninsula Facility is mainly rendering maintenance and housekeeping
 services to various properties.  During the year ended 31st March,
 2008, Peninsula Facility earned total revenue of Rs. 767.66 lacs and
 incurred loss of Rs. 135.33 lacs as against the total revenue of Rs.
 573.64 lacs and loss of Rs. 37.34 lacs in the previous year.
 
 Peninsula Mega Properties Private Limited (Peninsula Mega Properties)
 
 During the year ended 31st March, 2008, Peninsula Mega Properties had
 incurred a loss of Rs. 0.11 lacs.  The corresponding figure of previous
 year loss was Rs. 0.18 lacs.
 
 Inox Mercantile Company Private Limited (Inox)
 
 Inox is in the business of Real Estate Development project in Goa. The
 Company had incurred a loss of Rs. 2.50 lacs. The project expenses are
 transferred to work in progress.
 
 City Parks Private Limited (City Parks)
 
 City Parks is in the business of development of Real Estate in Pune.
 During the year ended 31st March, 2008, City Parks had earned a total
 revenue of Rs.  346.26 lacs and a profit after tax of Rs. 189.83 lacs.
 The corresponding figure of total revenue for the previous year 2006-07
 was Rs. 2.17 lacs and the loss of Rs. 12.07 lacs.
 
 Champs Elysee Enterprises Private Limited (Champs Elysee)
 
 During the year ended 31st March, 2008, Champs Elysee had incurred a
 loss of Rs. 7.35 lacs as against Rs. 0.15 lacs during the previous
 year.
 
 Peninsula Mega Township Developers Private Limited (PMTDPL)
 
 PMTDPL had been incorporated on 17th January, 2007 and became the
 subsidiary of the Company on 10th August, 2007. PMTDPL is undertaking
 Real Estate Development project is Nashik. During the year ended 31st
 March, 2008, PMTDPL had incurred a loss of Rs 0.83 lacs.
 
 RR Mega Property Developers Private Limited (RR Mega Property)
 
 RR Mega Property had been incorporated on 2nd June, 2007 and became the
 subsidiary of the Company on 10th August, 2007. RR Mega Property is
 undertaking the Real Estate Development project in Hyderabad.  The
 project expenses are transferred to work in progress.
 
 RR Real Estate Development Private Limited (RR Real Estate)
 
 RR Real Estate had been incorporated on 2nd June,
 2007 and became the subsidiary of the Company on
 16th January, 2008. During the year ended 31st March,
 2008, RR Real Estate had incurred a loss of Rs. 0.06
 lacs.
 
 16.  Fixed Deposits
 
 46 Deposits amounting to Rs. 3.05 lacs matured on or before 31st March,
 2008 and were unclaimed due to lack of instructions from the
 depositors.
 
 17.  Directors Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), we
 hereby state that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed with proper explanation relating to
 material departures, if any;
 
 b) 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 31st March, 2008 and its profit for the year ended
 on that date;
 
 c) 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;
 
 d) your Directors have prepared the Annual Accounts for the year ended
 31st March, 2008 on
 
 18.  Employee Stock Option Scheme
 
 During the year, the Company had granted 1,17,500 stock options of face
 value of Rs. 2/- each. Disclosures as required by Securities and
 Exchange Board of India (Employee Stock Option Scheme and Employee
 Stock Purchase Scheme) Guidelines - 1999 are attached herewith and
 marked as Annexure A.
 
 19. Group for Inter se Transfer of Shares
 
 As required under Clause 3(l)(e) of the Securities and Exchange Board
 of India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997, persons constituting group (within the meaning as defined in the
 Monopolies and Restrictive Trade Practices Act, 1969) for the purpose
 of availing exemption from applicability of the provisions of
 Regulations 10 to 12 of the aforesaid SEBI Regulations are given in
 Annexure B attached herewith and said Annexure B forms part of this
 Annual Report.
 
 20. Conservation of energy and technology absorption
 
 In view of the nature of activities which are being carried on by the
 Company, particulars required under the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988, read
 with Section 217(l)(e) of the Companies Act, 1956, are not applicable.
 
 21.  Foreign Exchange earnings and outgo
 
 Disclosure of information relating to Foreign Exchange outgo as
 required under Rule 2(c) is already given in Schedule 14 forming part
 of the Audited Annual Accounts.
 
 22. 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 and
 shareholders for their continued support and encouragement.
 
                                                  By Order of the Board
                                                        Urvi A. Piramal
                                                            Chairperson
 Mumbai: 6th June, 2008