CORPORATE GOVERNANCE REPORT
Your Directors are pleased to present your Company's Report on Corporate Governance for the Financial Year ended March 31, 2016.
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is about maximizing shareholder's value legally, ethically and on a sustainable basis with the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organization. Good Corporate Governance leads to long term shareholder's value creation and enhances interest of other stakeholders.
Peninsula Land Limited is respected in the Industry for its professional style of management and best business practices. It believes Corporate Governance is a way of life, rather than a mere legal compulsion. Its core values are based on integrity, respect for the law and compliance thereof, emphasis on product quality and a caring spirit. Peninsula Land Limited is committed to uphold its core values of customer focus, performance, leadership and quality. It also focuses on the need to provide a sustainable competitive return for its investors. Peninsula Land Limited believes that good governance generates goodwill among business partners, customers and investors and earns respect from society at large.
Peninsula Land Limited's core objective is to conduct the business in such a way as to create the value that can be sustained over the long term for customers, stakeholders, employees and business partners. The Board of Peninsula Land Limited endeavors to achieve this first, by leveraging the resources at its disposal and fostering an environment for growth and development of human resources.
2. BOARD OF DIRECTORS ("BOARD")
2.1. Composition and Category of Directors
The Board has an optimum combination of Executive and Non-Executive Directors. The Board, as on March 31, 2016, comprised of 8 (eight) Directors, out of which 4 (four) were Independent Directors. The Board, headed by Ms. Urvi A. Piramal as the Non - Executive Chairperson, consists of eminent personalities with expertise and experience in diversified fields of specialization. As on March 31, 2016, the Board consisted of three Executive Directors, Mr. Rajeev A. Piramal, Executive Vice-Chairman and Managing Director, Mr. Mahesh S. Gupta, Group Managing Director and Mr. Nandan A. Piramal, Whole-Time Director. Other than the three aforementioned Executive Directors and the NonExecutive Chairperson all other members of the Board are Independent Directors.
The composition of the Board and Category of each Director during the year 2015-16 is given below
2.2. Directors' Profile
Brief Resume of the Directors, nature of their expertise in specific functional areas is given below:
Ms. Urvi A. Piramal
Ms. Urvi A. Piramal is the Non - Executive Chairperson of Ashok Piramal Group. Ms Urvi A. Piramal, oversees a professionally managed business conglomerate with business interest in Real Estate, Textiles, Auto Components, Cutting Tools and Renewable Energy.
She is the guiding force behind the Group's sustained and profitable growth, which is bringing the Group Companies closer to realizing her vision of touching the lives of one in five people across the globe.
Ms. Piramal has a Bachelor of Science degree and has attended the Advance Management Program at Harvard Business School. She is a member of Technology and Quality Improvement Committee of IMC since its inception in 1994.
Ms. Piramal has received a number of awards for her contribution to business. She was awarded the Qimpro Gold Standard Award for excellence in Managing Quality Improvement programmes across the Group. She has won the Outstanding Woman Industrialist Award presented by the Marinelines Junior Chamber and the Yami Woman Award for her outstanding contribution to business by The ITC Grand Central.
She also has to her credit the Cheminor Award from the Indian Institute of Materials Management. She was honoured with the Giants International Award in recognition of her outstanding contribution to business in 2015.
She is a Trustee of the Piramal Education Trust, Ashok G. Piramal Trust, Urvi Ashok Piramal Foundation (UAPF) which has been set up for the underprivileged and Wildlands Conservation Trust. Through these trusts, Ms. Piramal has initiated social projects in Rajasthan, Maharashtra and Madhya Pradesh.
She is also on the Board of Population First, an NGO working on creating awareness for the girl child.
Mr. Rajeev A. Piramal
Mr. Rajeev A. Piramal is the Executive Vice-Chairman and Managing Director of Peninsula Land Limited. He spearheads the Real Estate business of the Ashok Piramal Group and leads all aspects of the business from strategy to operations.
Under his leadership, Peninsula Land Limited has grown robustly, developing over 6.4 mn. sq. ft. of development in the residential, commercial and Retail Sectors. Under his leadership presently 16 mn. sq. ft. of premium Real Estate is under development. He has transformed Peninsula Land Limited from a Mumbai-based Company to one with operations spread across eight cities in four states.
After completing his BBA (Bachelor in Business Administration) from Baldwin Wallace College, Cleveland, USA, he began his career as a management trainee at Nicholas Piramal. In early 2001, he entered the Real Estate Sector and became a Director at Peninsula Land Limited.
In the last 14 years that he has been associated with the Real Estate Sector, Mr. Piramal has played an instrumental role in developing some of the landmark projects in Mumbai. He was a part of the team that developed the first Textile Mill Land in Mumbai, after the Government opened up development of Mill Land. Peninsula Corporate Park was developed on Textile Mill Land in Central Mumbai and this project transformed Lower Parel into a new age business District.
He also played a crucial part in the development of the first mall in India i.e. Crossroads. Mr. Piramal was in charge of the operations of Crossroads that brought in a new concept of shopping to India.
Peninsula Business Park, Peninsula Technopark, Ashok Towers and Ashok Gardens are some of the other iconic projects developed under his leadership.
In 2005, Mr. Piramal took over as the Executive Vice-Chairman of the Company. He has enabled Peninsula Land Limited to create a strong brand for itself. He firmly believes that quality and timely execution of projects are the key factors leading to success in the Real Estate business. In the year 2012, Mr. Piramal took over additional responsibility as the Managing Director of the Company.
He is passionate about sports. He was appointed as co-opted member of the Asian Football Confederation (AFC) Ad-Hoc Committee for Professional Clubs for the term 2011-2015. In addition, he also has been appointed as a member of the AFC Ad-Hoc Committee for Indian Professional Football.
Mr. Nandan A. Piramal
Mr. Nandan A. Piramal heads the sales and marketing teams at Peninsula Land Limited, which has nine residential and commercial Real Estate Projects across India.
He has conceptualized and implemented marketing tools that have transformed project launches. He has also revolutionized the traditional sales model to a more global and effective one. Projects launched under his leadership include Peninsula Heights in Bengaluru, and the Mumbai-based Carmichael Residences and Celestia Spaces at Sewree.
Mr. Piramal began his career as Vice Chairman at Piramyd Retail - India's first international standard Shopping Mall. He was responsible for handling all aspects of the business, including strategy and expansion. Under his leadership, the company went from a private company with 2 Stores to a public Listed Entity with 40 Retail Stores.
He also conceptualized and launched Corporate Social Responsibility (CSR) at the Ashok Piramal Group. The CSR projects include mobile health vans providing medical aid at peoples' doorsteps and vocational training institutes.
Mr Piramal is an alumnus of University College, London.
Mr. Mahesh S. Gupta
Mr. Mahesh S. Gupta is the Group Managing Director at Ashok Piramal Group. He oversees all businesses of the Group which comprises of Real Estate, Textiles, Auto Components, Cutting Tools and Renewable Energy.
Mr. Gupta has over 3 V decades of professional experience in the areas of Business Management and all dimensions of finance.
In his current role since 2005, he plays the role of formulating the Group's business strategy, steering the Group to achieve its goals and a significant role in guiding each business to attain profitable and sustained growth. Under his stewardship, the Group formulated an aggressive plan which has seen the businesses grow by leaps and bounds. Mr. Gupta leverages his in-depth understanding of the business to enhance the growth of the Group.
He has been associated with the Piramal Group for about 18 years, as Group CFO and was also on the Board of several Companies, including Whole-Time Director of Nicholas Piramal Ltd (now Piramal Enterprise Ltd). During this tenure,
he was part of the core team which was instrumental in transforming Nicholas Piramal from a small enterprise to amongst the top three Pharmaceutical Companies, mainly through mergers and acquisitions.
He has also worked with the RPG Group as Group CFO and Management Board Member. The RPG Group comprises of Companies such as CEAT Limited, KEC International Limited,
CESE Ltd, Philips Carbon Black Ltd, RPG Life Sciences Ltd, Saregama Ltd, Zensar Technologies Ltd. etc.
Mr. Gupta has received a number of recognitions for his business acumen. He was awarded the CFO of the Year Award, Special Commendation for Financial Excellence (Mergers & Acquisitions Category) in 2001 by IMA (formerly known as EIU), New Delhi.
He is on the Board of several Public Listed Companies such as Peninsula Land Limited, Morarjee Textiles Limited, CEAT Limited and RPG Life Sciences Limited. From time to time he has also been associated with various Committees of The Institute of Chartered Accountants of India (ICAI) as co-opted member, Member of Governing Council of Indian Association Corporate CFOs & Treasurers (InACT), Advisory Board of Chennai Business School.
Mr. Gupta has an Honours Degree in B.Com; L.L.B (Gen.), Fellow Member of The Institute of Chartered Accountants and The Institute of Company Secretaries of India. He has an outstanding academic record and is a Third Rank Holder and a Silver Medalist in Company Secretaries Final examination.
Ms. Bhavna Doshi
Ms. Bhavna Doshi is an Independent Director of the Company. Ms. Bhavna Doshi is a Fellow Member of the Institute of Chartered Accountants of India and holds a Masters Degree in Commerce from Mumbai University. Ms. Doshi provides advisory services. During her professional career of over 25 years, Ms. Doshi has, while specializing in the field of Taxation, advised national and multinational Companies on varied matters of restructuring, valuation of shares and businesses, family partitions, accounting matters and joint ventures. She also serves as an Independent Director on the Board of several Listed Companies.
Ms. Doshi has served as an elected member of the Council of Institute of Chartered Accountants of India, a body set up by an Act of Parliament for regulation and development of accountancy profession. She has served as a member of the Compliance Advisory Panel of International Federation of Accountants, headquartered at New York and has also served on the Government Accounting Standards Advisory Board of the Comptroller and Auditor General of India. She was president of the IMC, a Chamber of Commerce headquartered at Mumbai.
Lt. Gen. (Retd.) Deepak Summanwar
Lt. General (Retd.) Deepak Summanwar, UYSM, AVSM, VSM is an Independent Director of the Company. Lt. General (Retd.) Deepak Summanwar holds a Post Graduate Diploma in Marketing with distinction, a Postgraduate Degree in Business Administration with specialization in Finance from Solvay Business School & Vrije University of Brussels, Masters Degree in Defence and Strategic studies from Madras University. He has also successfully completed the Higher Command Course from the Army War College, MHOW, this course is equated with an M. Phil in Strategy and Management by the Devi Ahilya University, Indore. Senior Strategic Management Course from College of Defence Management, Secundrabad. The General is a graduate of the National Defence Academy, Defence Services Staff College and the Army War College. He has also participated in a program for Independent Directors conducted by the ASSOCHAM and CII.
Lt. General (Retd.) Deepak Summanwar retired from the Army after forty years of service. Nearly half of this was in the forward areas and combat zones. He commanded a Mountain Division in Kargil Sector during Operation Parakram with Pakistan, a Brigade in Anti-Militancy operations in Kupwara Sector of Kashmir and a Battalion in Counter Insurgency operations in Manipur. He has been in charge of Operational planning in the IPKF Headquarters for the Operations in Sri Lanka, Director in the Military Operations, Additional Director General of Perspective Planning and Public Information (Spokesperson for the Army). The General retired as Director General of Military Intelligence for the Country in 2007. He has taken part in International and National deliberations and has represented the Country in Sri Lanka at JOC in Colombo during the IPKF operations, the Pacific Armies Conference and the Indo US Strategic Dialogues on Military to Military Cooperation at the Pentagon in Washington.
Lt. General (Retd.) Summanwar was responsible in setting up Educational and Women's Upliftment Programs and Skill Development Courses in the far-flung areas of North Eastern States, Ladakh (in collaboration with CII) and militancy areas of J&K. He possesses wide expertise and skills in management, environmental security and risk assessment and analysis, leadership and decision-making. He has been decorated five times for his gallantry and distinguished service and has received twenty operational and service medals.
Post retirement, the General has been nominated as an Independent Director on the Board of Peninsula Land Limited, GOL Offshore Limited (resigned in March 2014) and Waterbase Limited, all Companies Listed on the BSE Limited, Director PICA Corporation USA (till March 2014 currently advisor), Regional Director ESi 911 USA, Senior Advisor to GSA Exhibitions United Kingdom, Dynamik Offshore Ltd., Dubai and Trina Solar China (till March 2014), Associate of Burrill Green and Co. United Kingdom, Trustee of The Kunzru Institute of Defence Studies, India and a member of the Institute of Defence and Strategic Analysis. He has an extremely broad network of contacts and is as an independent consultant and advisor to Companies setting up business in India.
Mr. Sudhindar Khanna
Mr. Sudhindar Khanna is an Independent Director of the Company. Mr. Khanna is a Chartered Accountant from the Institute of Chartered Accountants of England and Wales (after being placed first in the UK Financial exams and 3rd in the Intermediate exams/Best paper in Law) and received a First Class Bachelor in Economics from St. Stephens College, New Delhi. Mr. Khanna joined Accenture, London as a Senior Consultant in the year 1977 and spent the next ten years working for major Public Sector Clients and almost all major Banks and Insurance Companies in the UK. Mr. Khanna was responsible for the start of Accenture offshore IT and BPO in India, which has since grown to over 60,000 people.
Mr. Khanna possesses wide experience in advising clients in strategy, re-engineering and technology across a range of Industries at the Chairman / CEO level in approximately 20 countries. Mr. Khanna retired from Accenture after 30 years of service. His last position in Accenture was that of Global Managing Partner, based in London.
Mr. Khanna speaks at a variety of global conferences and interacts with the media globally. He serves on the Boards of Ashok Leyland Limited, Canara HSBC Oriental Bank of Commerce Life Insurance Company Limited, HCL Technologies Limited, etc.
Mr. Pradipta Mohapatra
Mr. Pradipta Mohapatra is an Independent Director of the Company. Mr. Mohapatra is an Engineer from NIT, Rourkela and studied Management from Jamnalal Bajaj and Harvard Business School. He is also a graduate of Behavioral Madras Management Association and co-founded Coaching
Coaching Institute, United Kingdom and was invited to be Foundation India Limited as well as Chennai Business a fellow member of the Chartered Management Institute, School Limited. United Kingdom
Mr. Mohapatra coaches executives & entrepreneurs and has two decades of experience in supervising CEOs across business. During his long innings as a Director at the RPG Group, Mr. Mohapatra incubated a series of first time businesses in India such as Foodworld, Musicworld, Health & Glow, Saaregama.com & HamaraCd.com (first customized CD manufacturing portal in the world). He sits on the Board of many public as well as startup Companies across India, Asia-Pacific, United Kingdom and The United States of America.
Mr. Mohapatra served as the Chairman of Confederation of Indian Industries (Southern Region) and President of
Mr. Mohapatra co-authored 2009's bestselling book -India's Global Powerhouses published by Harvard Business Publishing, Boston.
2.3. Attendance at Board Meetings, Last Annual General Meeting, relationship between Directors inter-se, No. of Directorships and Committee Memberships/ Chairpersonships
The details of attendance of each Director at the Board Meetings held during the year and the last Annual General Meeting (AGM) along with the number of Companies and Committees where she/he is a Director /Member/ Chairperson and the relationship between the Directors inter-se, as on March 31, 2016, are given below:
The Directorships held by Directors as mentioned above, do not include Alternate Directorships, Directorships in Foreign Companies, Companies registered under Section 8 of the Companies Act, 2013 and Private Limited Companies.
None of the Directors is a Director in more than 20 Companies or more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. None of the Directors is a member in more than 10 Committees or is Chairperson of more than 5 Committees amongst the Companies mentioned above. The Committees considered for the above purpose are those specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (i.e. Audit Committee and Stakeholders' Relationship Committee.)
2.6. Details of Directors being appointed/re-appointed
As per the provisions of the Companies Act, 2013, two-third of the total number of Directors, other than Independent Directors should be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. Independent Directors of the Company are not liable for retirement by rotation. At the ensuing Annual General Meeting Mr. Rajeev A. Piramal, retires by rotation and being eligible offers himself for re-appointment.
Further, Mr. Nandan A. Piramal was appointed as the Whole-Time Director of the Company on October 26, 201 5, subject to approval of the Members of the Company at the ensuing Annual General Meeting.
Further, a detailed profile of Directors to be appointed / re-appointed along with additional information required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided separately by way of an Annexure to the Notice of the Annual General Meeting.
2.7. Familiarization Program imparted to Independent Directors
As required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, the Board has framed a Familiarization Program for the Independent Directors of the Company in order to update them with the nature of industry in which the Company operates and business model of the Company in order to familiarize them with their roles, rights, responsibilities, etc. The abovementioned Familiarization Program was uploaded on the Website of the Company www.peninsula.co.in
During the Financial Year 2015-16 the Company arranged a presentation by the representatives of Axis Capital Team -Equity Research Analysts covering the Real Estate Industry, to help the Independent Directors understand the Realty Sector in general and Company's performance in particular.
2.8. Performance Evaluation
During the Financial Year, the performance evaluation process was carried out by the Company. In this regard, the Board had engaged an independent Agency possessing the requisite experience in carrying out such evaluation, in order to maintain the confidentiality and effectiveness of evaluation process, as suggested by the Directors at their Meeting held on January 29,
2016. The findings were shared individually with the respective Board Members as well as the Chairperson.
Criteria for performance evaluation of Directors:
The Board of Directors has approved the criteria for performance evaluation of Directors as recommended by the Nomination and Remuneration Committee. The said criteria inter-alia includes following:
i. Attendance at the Board Meetings.
ii. Active participation in the Meetings.
iii. Understanding the critical issues affecting the Company.
iv. Prompting Board discussion on strategic issues.
v. Bringing relevant experience to the Board and using it effectively.
vi. Understanding and evaluating the risk environment of the Organization.
vii. Conducting himself/herself in a manner that is ethical and consistent with the laws of the land.
viii. Maintaining confidentiality wherever required.
ix. Communicating in an open and constructive manner.
x. Seeking satisfaction and accomplishment through serving on the Board.
2.9. Independent Directors' Meetings
Meetings of the Independent Directors were held on March 2, 2016 and March 22, 2016, to consider the following:
i. Evaluation of the performance of the Non- Independent Directors and Board of Directors as a whole.
ii. Evaluation of the performance of the Chairperson of the Company, taking into account the views of the Executive and Non - Executive Directors.
iii. Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
3. AUDIT COMMITTEE
The Audit Committee acts as a link between the Statutory Auditors, Internal Auditors and the Board of Directors. Its purpose is inter-alia to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory, internal audit activities and reviewing related party transactions.
3.1. Composition, Meetings and Attendance
The Audit Committee of the Board comprises of three Directors, Ms. Bhavna Doshi as the Chairperson, Lt. Gen (Retd.) Deepak Summanwar and Mr. Pradipta Mohapatra as its Members. All the members of the Audit Committee are Independent Directors and have expert knowledge of Finance and Accounting.
Ms. Bhavna Doshi, the Chairperson of the Audit Committee was present at the last Annual General Meeting held on August 28, 2015. The Executive Vice-Chairman and Managing Director, Group Chief Financial Officer, Chief Financial Officer and Company Secretary are permanent invitees to the Meetings. The Statutory Auditors and the Internal Auditors were also invited for the Meetings. The Company Secretary functions as Secretary to the Committee. The Committee oversees the accounting and financial reporting process of the Company, the performance of the Internal Auditors, and remuneration of the Statutory Auditors and the safeguards employed by them.
During the Financial Year 2015-16, the Audit Committee met five (5) times i.e. on May 9, 2015, August 4, 2015, October 26, 2015, January 29, 2016 and March 2, 2016 and the time gap between two consecutive Meetings did not exceed one hundred and twenty days. The attendance details are given below:-
3.2. Terms of reference
The terms of reference of the Audit Committee are wide enough to cover the role specified for Audit Committee under Part-C of Schedule-II with reference to the Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as under the provisions of Section 177 of the Companies Act, 2013. The terms of reference of the Committee are as follows:
i. oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible;
ii. recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
iii. approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
iv. reviewing, with the management, the annual financial statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:
a) matters required to be included in the Director's responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
b) changes, if any, in accounting policies and practices and reasons for the same;
c) major accounting entries involving estimates based on the exercise of judgment by management;
d) significant adjustments made in the financial statements arising out of audit findings;
e) compliance with listing and other legal requirements relating to financial statements;
f) disclosure of any related party transactions;
g) modified opinion(s) in the draft audit Report;
v. reviewing, with the management, the quarterly Financial Statements before submission to the Board for approval;
vi. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the Report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
vii. reviewing and monitoring the Auditor's independence & performance and effectiveness of audit process;
viii. approval or any subsequent modification of transactions of the Company with related parties;
ix. scrutiny of inter-corporate loans and investments;
x. valuation of undertakings or assets of the Company, wherever it is necessary;
xi. evaluation of internal financial controls and risk management systems;
xii. reviewing, with the management, performance of statutory and internal Auditors, adequacy of the internal control systems;
xiii. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
xiv. discussion with internal Auditors of any significant findings and follow up there on;
xv. reviewing the findings of any internal investigations by the internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
xvi. discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
xvii. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
xviii. to review the functioning of the Whistle-Blower mechanism;
xix. approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
Further, the Audit Committee shall have full access to information contained in the records of the Company in connection with investigation into any matter in relation to its terms of reference or as may be referred to it by the Board.
4. NOMINATION AND REMUNERATION COMMITTEE
4.1. Composition, Meeting and Attendance
The Nomination and Remuneration Committee (NRC) consisted of four Directors out of which two were Independent Directors, Mr. Pradipta Mohapatra as the Chairman and Lt. Gen (Retd.) Deepak Summanwar and two Non-Executive Directors - Ms. Urvi A. Piramal (Non - Executive Chairperson of the Company) and Late Mr. D. M. Popat (Professional Non - Executive Director) were the members of the Committee.
During the year, Late Mr. D. M. Popat, a member of the Committee ceased to be a Director of the Company w.e.f. August 28, 2015. Accordingly the Committee was reconstituted and now consists of three Directors, two being Independent Directors. Mr. Pradipta Mohapatra, Chairman of the Committee and Lt. Gen. (Retd.) Deepak Summanwar and Ms. Urvi A. Piramal (Non - Executive Chairperson) as its members.
During the Financial Year 2015-16, the Nomination and Remuneration Committee met twice i.e. on May 9, 2015 and October 26, 201 5. The details of the Meetings held during the year and attendance of Directors are incorporated in the following table:-
4.2. Terms of reference
The Committee determines the remuneration of the Executive Directors, Non-Executive Directors and Senior Management Personnel including Key Managerial Personnel. The terms of reference of the Nomination and Remuneration Committee are wide enough to cover the matters specified under Part D Schedule II with reference to Regulation 19(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as under the provisions of Section 177 of the Companies Act, 2013, which are as under.
i. formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;
ii. formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
iii. devising a policy on diversity of Board of Directors;
iv. identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.
v. whether to extend or continue the term of appointment of the Independent Director, on the basis of the Report of performance evaluation of Independent Directors.
4.3 Remuneration Policy
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has formulated a Policy on the appointment of person as Director and evaluation of Directors & Senior Management Personnel (SMP). An extract of the Policy covering remuneration for the Directors, Key Managerial Personnel (KMP) and other employees is reproduced below:
i. The terms of employment and remuneration of MD, WTD, KMPs and SMPs shall be competitive in order to ensure that the Company can attract and retain competent talent.
ii. The remuneration policy shall ensure that
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors/KMPs and SMPs of the quality to run the Company successfully.
b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
c. Remuneration to Directors, KMPs and SMPs involves a balance between fixed and variable pay reflecting short and long term performance and goals set by the Company.
iii. While determining the remuneration and incentives for the MD/WTD and KMPs, the following shall be considered:
a. Pay and employment conditions with peers/ elsewhere in the competitive market.
b. Benchmarking with industry practices.
c. Performance of the individual.
d. Company's performance.
iv. For the benchmarking with industry practice, criteria of size, complexity, data transparency and geographical area shall also be given due consideration.
v. The pay structures shall be appropriately aligned across levels in the Company.
The detailed policy on the appointment of person as Director and evaluation of Directors & Senior Management Personnel of the Company is hosted on the website of the Company www.peninsula.co.in
5. REMUNERATION OF DIRECTORS
5.1. Remuneration paid to Non-Executive Directors of the Company
The Non-Executive Directors of the Company have been paid sitting fees for attending each Meeting of the Board of Directors, Audit Committee and Nomination and Remuneration Committee thereof and Meeting of Independent Directors during the Financial Year 2015-16.
The Non-Executive Directors do not have any other pecuniary relationship with the Company apart from receiving dividend for the Shares held by them and sitting fees and reimbursement of expenses incurred for attending Meetings of the Board and Committees thereof. The Company has not granted any stock option to any of its Non-Executive Directors
5.2. Remuneration paid to the Executive Directors of the Company
The remuneration of the Executive Directors is determined on the recommendation of the Nomination and Remuneration Committee and approved by the Board of Directors and Shareholders. Any change in remuneration is also effected in the same manner and/or in line with the applicable statutory approvals.
The remuneration package of the Executive Directors comprises of Salary and Allowances, contribution to Provident Fund and Superannuation Fund and Commission. No Bonus or Pension is paid and no Stock Options were granted to any of the Executive Directors.
The details of Remuneration for Financial Year 2015-16 are summarized below:
6. STAKEHOLDERS' RELATIONSHIP COMMITTEE
6.1. Composition, Meeting and Attendance
The Committee consists of three Directors namely, Lt. Gen. (Retd.) Deepak Summanwar, an Independent Director as the Chairman and Mr. Rajeev A. Piramal and Mr. Mahesh S. Gupta as its members
6.2. Terms of Reference
i. To Consider and resolve the grievance of all the security holders.
ii. To review and deal with complaints and queries received from the Shareholders, Debentures holders, Deposit holders, and other security holders of the Company.
iii. To review and deal with responses to the letters received from the Ministry of Corporate Affairs, the Stock Exchanges, the Depositories and Securities and Exchange Board of India (SEBI) and other regulatory authorities.
iv. To review and act upon such other grievances as the Board of Directors delegate to the Committee from time to time
7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
7.1. Composition, Meetings and Attendance
The Corporate Social Responsibility Committee consists of Ms. Urvi A. Piramal (Chairperson), Mr. Rajeev A. Piramal and Ms. Bhavna Doshi as its Members. During the Financial Year, the Corporate Social Responsibility Committee met twice, on May 9, 2015 and October 26, 2015.
7.2. Terms of Reference
i. Formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in the Schedule VII of the Companies Act, 2013.
ii. Recommend the amount of expenditure to be incurred on the CSR activities.
iii. Monitor the CSR policy of the Company from time to time.
iv. Such other matters the Board may delegate from time to time.
8. RISK MANAGEMENT
Business Risk Evaluation and Management is an ongoing process within the Company. The Company has a robust risk management framework to identify, monitor and minimize risks as also to identify business opportunities. For the identification, assessment and minimization of the risk, the Board constituted a Risk Management Committee to frame the Risk Management framework and to implement and monitor the same.
8.1. Composition of the Committee
The Risk Management Committee consists of five members with Mr. Rajeev A. Piramal - Executive Vice-Chairman and Managing Director, as the Chairman and Mr. Mahesh S. Gupta - Group Managing Director, Mr. Sudhindar Khanna -Independent Director, Mr. Dinesh Jain - Group CFO and Mr. Bharat Sanghavi - CFO as its members.
8.2. Terms of Reference
i. To identify potential Business Risks.
ii. To analyse the Risk and develop Risk mitigation plans, as per the Risk Management Policy.
iii. Reporting of Risk environment to the Board.
iv. To create awareness among the employees to affect risks on a continuous basis.
10. MEANS OF COMMUNICATION
The Quarterly Results were earlier published in The Economic Times, Hindu Business Line and Maharashtra Times and are currently published in Business Standard and Sakal and simultaneously hosted on the Company's website www.peninsula.co.in and also submitted with the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
The Management Discussion and Analysis Report forms a part of this Report. The investor presentations made are displayed on the Website of the Company www.peninsula.co.in
The Company's website www.peninsula.co.in contains a separate dedicated section 'Investors Relations' where shareholders information is available. The Annual Report of the Company is also available on the website in a user friendly and downloadable form.
11. GENERAL SHAREHOLDER INFORMATION
Date : August 5, 2016
Time ; 3.00 p.m.
Venue: “Hall of Culture,” Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai-400 018
11.2.Financial Year: 2015-16
The Register of Members and Share transfer books of the Company will remain closed from July 30, 2016 to August 5, 2016 (both days inclusive
11.5. Listing of Securities on Stock Exchanges
a) Listing on Stock Exchanges (Equity Shares
The BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra Kurla Complex, Mumbai - 400 051.
Name of the Exchange Stock Code
BSE Limited (BSE) ; 503031
National Stock Exchange of India Limited (NSE) PENINLAND
ISIN Demat : INE138A01028
b) Listing on Wholesale The Non-Convertible Debentures
Debt Market (BSE). of the Company are listed on the Wholesale Debt Market segment of BSE Limited
The Company has paid Annual Listing Fees for the period 201617 to BSE Limited and National Stock Exchange Limited within due date, specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
11.9. Share Transfer Agent
Freedom Registry Limited has been appointed as one point agency for dealing with shareholders. Shareholders' correspondence should be addressed to the Company's Share Transfer Agent at the address mentioned below:
Freedom Registry Limited Plot No. 101/102, 19th Street, MIDC Area, Satpur, Nashik - 422 007. Tel: (0253) - 2354 032 Fax: (0253) - 2351 126 E-mail:firstname.lastname@example.org
Mumbai Liasoning Office:
Freedom Registry Limited 104, Bayside Mall, 35, C. M. M. Malviya Marg, Tardeo Road, Haji Ali, Mumbai - 400 034. Tel: (022) - 2352 5589 / 6743 2799
11.10.Share Transfers System (Physical Form):
The Board has delegated the authority for approving transfer, transmission, etc. of the Company's equity shares to the Share Transfer Committee comprising of Ms. Urvi A. Piramal, Mr. Rajeev A. Piramal and Mr. Mahesh S. Gupta, Directors of the Company. The Share Certificates in Physical Form are generally processed and returned within 15 days from the date of receipt, if the application and supporting documents are complete in all respects.
For administrative convenience and to facilitate speedy approvals, authority has also been delegated to Senior Executives to approve share transfers.
A summary of the transfers / transmissions so approved by the Committee and the authorized Executives is placed at every Board Meeting. time prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company undergoes, Reconciliation of Share Capital Audit on a quarterly basis in accordance with the SEBI (Depositories and Participants) Regulations, 1996. M/s Haribhakti & Co. LLP, Chartered Accountants has been appointed by the Company to conduct the said audit. The Reconciliation of Share Capital Audit Reports issued by M/s. Haribhakti & Co. LLP, which are submitted to the Stock Exchanges within the stipulated period, inter-alia, confirms that the equity shares of the Company held in dematerialized form and in physical form tally with the issued and paid-up equity share capital of the Company.
111l1.Dematerialization of shares and liquidity
As at March 31, 2016, 27,35,78,995 Equity Shares representing 97.99% of the Company's paid-up Equity Share Capital have been dematerialized.
Trading in Equity Shares of the Company is permitted only in dematerialized form as per the notification issued by SEBI.
Shareholders seeking demat / remat of their shares need to approach their Depository Participants (DP) with whom they maintain a demat account. The DP will generate an electronic request and will send the physical share certificates to the Share Transfer Agent of the Company. Upon receipt of the request and share certificates, the Share Transfer Agent will verify the same. Upon verification, the Share Transfer Agent will request National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) to confirm the demat request. The demat account of the respective shareholder will be credited with equivalent number of shares. In case of rejection of the request, the same shall be communicated to the shareholder.
In case of remat, upon receipt of the request from the The Company obtains from a Company Secretary in practice shareholder, the DP generates a request and verification of half-yearly certificate of compliance with the share transfer the same is done by the Share Transfer Agent. The Share formalities, within the stipulated period, as required under Transfer Agent then requests NSDL/ CDSL to confirm the Regulation 40 (9) of the SEBI (Listing Obligations and same. Approval of the Company is sought and equivalent
Disclosure Requirements) Regulations, 2015 (erstwhile numbers of shares are issued in physical form to the Clause 47(c) of the equity Listing Agreement) and the same shareholder. The share certificate is dispatched within one is duly filed with the Stock Exchanges within stipulated month from the date of issue of shares in physical form.
The shares of the Company are frequently traded on the Stock Exchange.
11.12Outstanding GDRs / ADRs / Warrants or any Convertible Instruments
There are no outstanding ADRs/ GDRs/ Warrants or any convertible instruments.
11.13Address for correspondence
Name : Mr. Rajashekhar Reddy E-mail : email@example.com Tel. No : +91-22-66154651-53 Fax No : +91-22-66154602
The Registered Office and correspondence address:
Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013
12. OTHER DISCLOSURES
12.1.Materially significant related party transactions, pecuniary or business relationship with the Company.
There have been no materially significant related party transactions, pecuniary transactions or relationships that may have potential conflict with the interests of the Company at large.
Pursuant to the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the policies on Material subsidiaries and on dealing with Related Party Transactions. The same areuploaded on the website of the Company www.peninsula co.in.
12.2.Details of non - compliance, penalties, strictures imposed by the Stock Exchanges or Securities and Exchange Board of India
Except for a one-off instance of delayed filing of Annual Report for the year 2014-15 with the Stock Exchanges, there were no other instances of non-compliance by the Company, nor have any penalties, strictures been imposed by the Securities and Exchange Board of India or any other statutory authority during the last three years on any matter related to the capital markets.
12.3. Whistle Blower Policy/Vigil Mechanism
The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of the Whistle-Blower. The mechanism provides for addressing the complaints to Complaints Redressal Committee and direct access to the Chairperson of the Audit Committee in exceptional circumstances.
The Whistle Blower Policy is available on Company's website www.peninsula.co.in
12.4. Details of Compliance with mandatory requirements and adoption of the non - mandatory requirements
The Company has duly complied with all the mandatory Corporate Governance requirements. In addition to the above the Company has complied with the following non-mandatory requirements:
i. The Non-Executive Chairperson maintains her office at the Company's expense and is allowed reimbursement of expenses incurred in performance of her duties.
ii. Since the Financial Results are published in newspapers having wide circulation and simultaneously also uploaded on the website of the Company and Stock Exchanges, only the Annual Reports are sent to all the Stakeholders.
iii. The Company has appointed separate persons as Chairperson and Managing Director.
iv. The Internal Auditor reports directly to the Audit Committee.
12.5. Subsidiary Companies.
The Company monitors the performance of Subsidiary Companies, inter-alia, by the following means:
i. Financial Statements, in particular the investments made by the Unlisted Subsidiary Companies, are reviewed by the Audit Committee of the Company.
ii. Minutes of the Board Meetings of the Unlisted Subsidiary Companies are placed at the Board Meetings of the Company periodically.
The Company does not have any material unlisted Indian subsidiary as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
13. UNCLAIMED DIVIDENDS
All the Shareholders whose dividend is unclaimed are requested to claim their dividend. Under the Transfer of Unclaimed Dividend Rules, it would not be possible to claim the dividend amount after the unpaid and unclaimed dividend is transferred to the Investor Education & Protection Fund (IEPF).
14. TRANSFER TO INVESTOR EDUCATION &
During the Financial Year, the Company has credited Rs. 21,02,021/- (Rupees Twenty One Lacs Two Thousand Twenty One only) (being the Unpaid Dividend for Financial Year 2007-08 lying in the unclaimed / unpaid dividend account to the Investor Education & Protection Fund pursuant to Section 205C of the Companies Act, 1956, read with Investor Education & Protection Fund (Awareness and Protection of Investors) Rules, 2001.
The following table gives information relating due date of transfer of unclaimed dividend amounts declared by the Company to be transferred to Investor Education & Protection Fund (IEPF);
15. NON - COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT
The Company has complied with all mandatory requirements as mentioned in Schedule V Para C sub-paras (2) to (10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with some of the non-mandatory requirements.
16. COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The Company has complied with all the requirements as specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the Corporate Governance requirements specified under Regulation 17 to 27 and clauses (b) to (i) of sub-regulations (2) of regulation 46.