1.  The Directors have pleasure in presenting their 139th Annual Report
 and the Audited Accounts for the year ended 31st March, 2011 together
 with the Auditors Report thereon.
 
 2.  Financial Results
 
                                                      Rs. in lakhs
 
 Particulars                               For the         For the
                                        year ended      year ended
                                   31st March, 2011   31st March, 2010
 
 Total Income                          59,175.48         81,704.93
 
 Profit Before Extraordinary and 
 Exceptional Items                     30,251.19         38,589.85
 
 Extraordinary and Exceptional Items     -                5,023.22
 
 Profit before tax                    30,251.19         33,566.63
 
 Less : Tax                             5,672.86          5,129.11
 
 Profit after Tax                     24,578.33         28,437.52
 
 Reversal of Excess Tax Provision for 
 Earlier Years                           -                  648.75
 
 Profit Brought Forward from Previous 
 Year                                  40,883.58         21,680.90
 
 Net Profit available for 
 appropriation                         65,461.91         50,767.17
 Appropriation :
 
 Transfer to General Reserve            5,000.00          5,000.00
 
 Proposed Dividend on Preference Shares     0.01              0.01
 
 Proposed Dividend on Equity Shares     4,746.42          4,188.01
 
 Distribution Tax Thereon                 769.98            695.57
 
 Profit carried to the Balance Sheet  54,945.50         40,883.58
 
 3.  Dividend Preference Shares
 
 The Board of Directors have recommended dividend of Re. 0.50/- per
 Preference Share of Rs. 10/- each for the year ended 31st March, 2011.
 
 Equity Shares
 
 The Board of Directors have recommended dividend of Rs. 1.70/- per
 Equity Share of Rs. 2/- each for the year ended 31st March, 2011.
 
 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. 5,516.41 lakhs
 
 4.  Operations of the Company
 
 During the year ended 31st March, 2011, the Company has earned revenue
 of Rs. 59,175.48 lakhs as compared to Rs. 81,704.93 lakhs for the
 previous year ended 31st March, 2010. Profit after Tax was Rs.
 24,578.33 lakhs as against Rs. 28,437.52 lakhs in the previous year
 ended 31st March 2010.
 
 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 Certifi cate on
 Corporate Governance from M/s. Nilesh G. Shah, Practising Company
 Secretary confi rming 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, Practising Company
 Secretary to conduct Secretarial Audit of the Company. The Secretarial
 Compliance Certifi cate 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.  Scheme of Amalgamation and Arrangement of Topstar Mercantile
 Private Limited (Topstar) with the Company and its Shareholders and
 Creditors
 
 The Company has received the approval from the Honble High Court of
 Judicature at Bombay sanctioning the Scheme of Amalgamation and
 Arrangement of Topstar with the Company and its Shareholders and
 Creditors.  The Appointed Date of the said Scheme being 27th October,
 2010. Once the Company fi les the said Court Order with the Ministry of
 Corporate Affairs, the said Scheme would become effective.
 
 As per the Scheme, the 11,68,82,052 equity shares of Rs. 2/- each held
 by Topstar in the Company would get cancelled and fresh shares of
 equivalent number would be allotted to the shareholders of Topstar.
 
 8.  Directorate
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. D.M.Popat, Mr. Amitabha
 Ghosh and Ms. Bhavna Doshi, Directors of the Company retire by rotation
 at this Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 9.  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 2011- 2012.
 
 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
 disqualifi ed for re- appointment within the meaning of Section 226 of
 the said Act.
 
 10.  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.
 
 11. Subsidiary Companies
 
 The Company has 4 Subsidiary Companies and 15 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 and Investments Private Limited.
 
 4.  Peninsula Crossroads Private Limited (formerly known as L and T
 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 Integrated Land Developers Private Limited.  (vii)
 Peninsula Mega-City Development Private Limited.  ( v i i i ) Peninsula
 Mega Township Developers Private Limited.  (ix) Peninsula Pharma
 Research Centre Private Limited.  (x) Peninsula Real Estate Management
 Private Limited.  (xii) Peninsula Trustee Limited.  (xii) Planetview
 Mercantile Company Private Limited.  (xiii) R R M e g a Pr oper ty Dev
 e l o p e rs Private Limited.  (xiv) RR Real Estate Development Private
 Limited.  (xv) Takenow Property Developers Private Limited.
 
 Details of the operational Subsidiary/Step-down Subsidiary Companies
 are as under:
 
 i) Peninsula Crossroads Private Limited (formerly known as L and T
 Crossroads Private Limited (Peninsula Crossroads)
 
 During the year under review, the Company acquired L and T Urban
 Infrastructure Limiteds stake in Peninsula Crossroads, by virtue of
 which, Peninsula Crossroads became a wholly owned subsidiary of the
 Company.
 
 Mr. Vivek Gadgil and Mr. N Sivaraman (Nominee Directors of L and T
 Urban Infrastructure Limited), have resigned as Directors of Peninsula
 Crossroads with effect from 22nd March, 2011.
 
 Peninsula Crossroads total revenue was Rs 539.15 lakhs as against the
 previous years revenue of Rs 283.98 lakhs. The profit after tax for
 the current year was Rs 365.29 lakhs as against Rs. 120.34 lakhs 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 2011, PFMS earned total revenue of Rs 2067.79
 lakhs and profit of Rs 15.73 lakhs as against the total revenue of Rs
 1413.70 lakhs and loss of Rs 100.74 lakhs for the previous year.
 
 iii) Peninsula Investment Management Company Limited (PIMCL)
 
 PIMCL functions as an Asset Management Company, rendering mainly
 investment advisory services to Peninsula Realty Fund. During the year
 ended 31st March, 2011, PIMCL earned total revenue of Rs 392.73 lakhs
 and profit of Rs 107.90 lakhs as against the total revenue and profit
 of Rs. 383.91 lakhs and Rs 82.03 lakhs respectively for the previous
 year.
 
 The Company has identifi ed land in various parts of India like Goa,
 Hyderabad, Alibaug, etc., wherein projects are being undertaken by the
 balance Subsidiary/Step-down Subsidiary Companies. In fact, a
 residential project mainly Ashok Astoria carried on by one of the
 Step-down Subsidiary Companies is in the process of being executed at
 Nashik.
 
 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/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/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
 
 12.  Fixed Deposits
 
 During the year ended 31st March, 2011, the Company had transferred 4
 Fixed Deposits amounting to Rs. 0.56 lakhs to Investor Education and
 Protection Fund.
 
 13.  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, 2011 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, 2011 on a going concern basis.
 
 14.  Employee Stock Option Scheme
 
 During the year under review, the Company has granted 75,000 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.
 
 15.  Group for Inter se Transfer of Shares
 
 As required under Clause 3(1)(e)(i) of the Securities and Exchange
 Board of India (Substantial Acquisition of Shares and Takeovers)
 Regulations, 1997, persons constituting group (within the meaning as
 defi ned 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 attached herewith and marked as Annexure B and the said Annexure B
 forms part of this Annual Report.
 
 16.  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.
 
 17.  Foreign Exchange earning and outgo
 
 There was no Foreign Exchange earning 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
 Schedule 14 forming part of the Audited Annual Accounts.
 
 18.  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: 12th May, 2011