1.  The Directors have pleasure in presenting their 140th Annual Report
 and the Audited Accounts for the year ended 31st March, 2012 together
 with the Auditor''s Report thereon.
 
 2.  Financial Results
 
                                                         (Rs in Crores)
 
                                                For the       For the
 Particulars                                 year ended    year ended
                                             31st March    31st March
                                                   2012          2011
 
 Total Income                                    618.83        611.05
 
 Profit Before Tax                               182.36        302.51
 
 Less : Tax                                       25.47         56.73
 
 Profit after Tax                                156.89        245.78
 
 Balance of Profit and Loss                      549.46        408.84
 
 Statement Previous Year
 
 Net Profit available for                        706.35        654.62
 
 appropriation
 
 Appropriation :
 
 Transfer to General Reserve                      30.00         50.00
 
 Proposed Dividend on                                 0             0
 
 Preference Shares
 
 Proposed Dividend on                             30.71         47.46
 
 Equity Shares
 
 Distribution Tax Thereon                          4.98          7.70
 
 Balance of Profit and Loss                      640.66        549.46
 
 Statement
 
 3.  Dividend Preference Shares
 
 The Board of Directors have recommended dividend of Rs 0.50/- per
 Preference Share of Rs 10/- each for the year ended 31st March, 2012.
 
 Equity Shares
 
 The Board of Directors have recommended dividend of Rs 1.10/- per Equity
 Share of Rs 2/- each for the year ended 31st March, 2012.
 
 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 35.69 crores.
 
 4.  Operations of the Company
 
 During the year ended 31st March, 2012, the Company has earned revenue
 of Rs 618.83 crores as compared to Rs 611.05 crores for the previous year
 ended 31st March, 2011. Profit after Tax was Rs156.89 crores as against
 Rs 245.78 crores in the previous year ended 31st March, 2011.
 
 5.  Management Discussion and Analysis Report
 
 As required by Clause 49 of the Listing Agreement with the Stock
 Exchanges, Management Discussion and Analysis Report is appended to
 this report.
 
 6.  Corporate Governance
 
 As required by Clause 49 of the Listing Agreement, a Report on
 Corporate Governance is appended together with a Certificate on
 Corporate Governance from M/s. Nilesh G. Shah, Practicing Company
 Secretary confirming compliance with the conditions of Corporate
 Governance as stipulated under the aforesaid Clause 49.
 
 As a part of good Corporate Governance, the Board of Directors of the
 Company has appointed M/s.  Mahesh S. Darji, Practicing Company
 Secretary to conduct Secretarial Audit of the Company. The Secretarial
 Compliance Certificate which entails the compliance of all rules,
 regulations under the various applicable provisions of the Companies
 Act, 1956, SEBI Regulations and the applicable regulations under the
 Listing Agreement entered with the Stock Exchanges has been enclosed in
 the Annual Report.
 
 7.  Directorate
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Jaydev Mody, Mr. C. M
 Hattangdi and Mr. Sudhindar Khanna Directors of the Company retire by
 rotation at this Annual General Meeting and being eligible, offer
 themselves for re-appointment.
 
 8.  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 as Auditors to audit the accounts of the Company
 for the financial year 2012- 2013.
 
 The Company has received letter from the Auditors to the effect that
 their re-appointment, if made, will be within the prescribed limits
 under Section 224(1B) of the Companies Act, 1956 and that they are not
 disqualified for re-appointment within the meaning of Section 226 of
 the said Act.
 
 9.  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 member 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.
 
 10.  Subsidiary Companies
 
 The Company has 4 Subsidiary Companies and 19 step-down Subsidiary
 Companies, names of which have been entailed below:
 
 1.  Peninsula Holdings and Investments Private Limited
 
 2.  Peninsula Mega Properties Private Limited
 
 3.  Renato Finance & Investments Private Limited
 
 4.  Peninsula Crossroads Private Limited
 
 Peninsula Holdings and Investments Private Limited, in turn, holds the
 investments of the Company in the following Subsidiary Companies:
 
 (i) City Parks Private Limited
 
 (ii) Goodtime Real Estate Development Private Limited
 
 (iii) Inox Mercantile Company Private Limited
 
 (iv) Peninsula Facility Management Services Limited
 
 (v) Peninsula Investment Management Company Limited
 
 (vi) Peninsula Mega-City Development Private Limited
 
 (vii) Peninsula Mega Township Developers Private Limited
 
 (viii) Peninsula Pharma Research Centre Private Limited
 
 (ix) Peninsula Real Estate Management Private Limited
 
 (x) Peninsula Trustee Limited
 
 (xi) Planet view Mercantile Company Private Limited
 
 (xii) RR Mega Property Developers Private Limited
 
 (xiii) RR Real Estate Development Private Limited
 
 (xiv) Takenow Property Developers Private Limited
 
 (xv) Flaxo Real Estate Private Limited
 
 (xvi) Wismore Real Estate Private Limited
 
 (xvii) Bridgeview Real Estate Development Private Limited
 
 (xviii) Pavurotti Finance And Investments Private Limited
 
 (xix) HEM Infrastructure and Property Developers Private Limited
 
 Details of the significant operational Subsidiary / Step- down
 Subsidiary Companies are as under:
 
 i.  Peninsula Crossroads Private Limited (Peninsula Crossroads)
 
 Peninsula Crossroads total revenue was Rs 4.50 crores as against the
 previous yearRss revenue of Rs 5.39 crores. The profit after tax for the
 current year was Rs 1.83 crores as against Rs 3.65 crores for the
 previous year.
 
 ii.  Peninsula Facility Management Services Limited (PFMS)
 
 PFMS is into the business of Facility Management Services. During the
 year ended 31st March 2012, PFMS earned total revenue of Rs 33.15 crores
 and profit after tax of Rs 1.67 crores as against the total revenue of Rs
 20.68 crores and profit of Rs 0.16 crores for the previous year.
 
 iii. Peninsula Investment Management Company Limited (PIMCL)
 
 PIMCL functions as an Asset Management Company, rendering mainly
 investment advisory services to the Peninsula Realty Fund.  During the
 year ended 31st March, 2012, PIMCL earned total revenue of Rs 4.20
 crores and profit of Rs 1.52 crores as against the total revenue and
 profit of Rs 3.68 crores and Rs 1.08 crores respectively for the previous
 year.
 
 iv.  Peninsula Mega Township Developers Private Limited (PMTDPL)
 
 PMTDPL in into real estate development and is presently engaged in the
 development of its project at Nashik named Ashok Astoria. The project
 comprises of Residential Apartment buildings, Town houses, row houses
 and amenity buildings aggregating to around 5.88 lac sq. feet till 31st
 March 2012. During the year, the Company achieved 34% project
 completion and also sold around 27% of the saleable area for Rs 50.19
 crores. Accordingly, PMTDPL recognized total revenue of Rs 17.07 crores
 and posted an operating loss of Rs 5.40 crores as against the total
 revenue and losses of Rs Nil and Rs 0.58 crores respectively for the
 previous year. The interim loss during the current year was
 attributable largely due to lower sales realization at launch stage
 which is expected to be re-couped from future sales at better rates.
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary / step-down
 Subsidiary Companies are not being attached with the Balance Sheet of
 the Company. The Company will make available the Annual Accounts of the
 Subsidiary Companies / step-down Subsidiary Companies and the related
 detailed information to any member of the Company who may be interested
 in obtaining the same. The annual accounts of the subsidiary companies
 / step-down Subsidiary Companies will also be kept open for inspection
 at the Registered Office of the Company and that of the respective
 subsidiary / step-down Subsidiary Companies. The Consolidated Financial
 Statements presented by the Company include the financial results of
 its subsidiary / step-down Subsidiary Companies.
 
 The Annual Report will also be displayed on our website
 www.peninsula.co.in
 
 11.  Directors'' Responsibility Statement Pursuant to Section 217(2AA)
 of the Companies Act, 1956 (the Act), we hereby state that :
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed 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 31st March, 2012 and its profit 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 year ended
 31st March, 2012 on a going concern basis.
 
 12.  Employee Stock Option Scheme
 
 During the year under review, the Company has not granted any options.
 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.
 
 13.  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(1)(e) of the Companies Act, 1956, are not applicable.
 
 14.  Foreign Exchange earnings and outgo
 
 There was no Foreign Exchange earnings during the year under review. In
 respect of the Foreign Exchange outgo, disclosure of information as
 required under Rule 2(C) of Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988 is already given in Para
 20 of Note No. 23 Notes forming part of Financial Statements.
 
 15.  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,
 shareholders and employees of the Company for their continued support
 and encouragement.
 
                                                 By Order of the Board
 
                                                       Urvi A. Piramal
 
                                                           Chairperson
 
 Mumbai: 17th May, 2012