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Directors Report of Unitech Ltd.

Mar 31, 2023

BOARD''S REPORT

Dear Members,

Your Directors hereby present the 52nd Annual Report
and Audited Financial Statements of the Company for the
financial year ended 31st March, 2023.

Financial Results

The Financial Performance of the Company for the financial
year ended 31st March, 2023 is summarized herein below:

(Amount in Rs. Crore)

Particulars

2022-23

2021-22

Revenue from
Operations including
Other Income

132.14

132.14

61.14

61.14

Less: Expenses

Construction &

Real Estate Project
Expenditure including

48.88

48.89

Cost of Land Sold

Changes in Inventories
of Finished Goods,
work-in-progress and
Stock-in-Trade

Employee Benefits
Expense

16.41

17.08

Finance Costs

2452.04

928.47

Depreciation and
Amortization Expense

2.51

2.52

Other Expenses

21.51

11.32

Total Expenses

2541.35

1,008.28

Profit/ (Loss) before Tax
and Exceptional Items

(2409.21)

(947.14)

Less: Exceptional Items

-

-

Profit/ (Loss) before
Tax

(2409.21)

(947.14)

Profit/ (Loss) from
continuing operations
after Tax

(2409.21)

(947.14)

Material changes affecting the Company

There were no material changes or commitments affecting
the financial position of the Company having occurred
between the end of the financial year to which the Financial
Statements relate and the date of report, other than the ones
already provided or stated in the Financial Statements.

Financial Highlights

The total income of the Company for the year under review
is Rs. 132.14 crore. The loss before tax stood at Rs. 2409.21
crore and loss after tax also stood at Rs. 2409.21 crore. On

consolidated basis, the total income stands at Rs. 491.96
crore. The consolidated loss before tax stood at Rs. 3113.76
crore and loss after tax stood at Rs. 3103.29 crore.

Segmental Revenues (Consolidated)

On consolidated basis, the Real Estate and related division
contributed Rs. 158.28 crore in the coffers of the Company,
whereas the contribution from the Property Management
business was Rs. 136.90 crore, and Rs. 167.18 crore from
the Power Transmission business. Hospitality and other
segments contributed Rs. 29.59 crore towards the gross
revenue.

Business and Operations

During the year under review, there was no change in the
business of your Company.

Operating Environment

The operating environment this year continued to remain
challenging. Geopolitical conflict in Europe coupled with
the global supply chain disruptions led to an unprecedented
inflation in food, energy and commodity prices. Aggressive
monetary tightening measures from Central Banks world¬
wide led to further pressure on emerging economies. The
widespread inflation posed major challenges specifically
with prices of several commodities inflating to their decadal
highs. There was, however, a normalization in economic ac¬
tivities after a couple of years of Covid induced disruptions.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) report
for the year under review, as stipulated in regulation 34 and
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
''Listing Regulations''), has been enclosed separately, which
may be read as an integral part of the Board Report.

Report on Corporate Governance

The Report on Corporate Governance, along with
compliance certificate from CS Kiran Amarpuri, Practicing
Company Secretary (CP No. 7348), confirming compliance
of the conditions of Corporate Governance as stipulated in
Schedule V of the Listing Regulations, has been enclosed
separately, which may be read as an integral part of the
Board Report.

Consolidated Financial Statement

The Audited Consolidated Financial Statements of the
Company, its subsidiaries, associates and joint ventures
provided in the Annual Report have been prepared in
accordance with the provisions of the Companies Act, 2013,
read with Ind. AS 110- "Consolidated Financial Statements"
and Ind. AS 28- "Investments in Associates and Joint
Ventures" and Ind. AS 31 -"Interests in Joint Ventures".

Subsidiaries, Joint Ventures & Associates

Pursuant to provisions of section 129 (3) of the Companies
Act, 2013, a statement containing salient features of Financial
Statements of subsidiaries, joint ventures and associates
(Form AOC-1) of Unitech Limited is attached to the Financial
Statements. The said Statement portrays the performance
and financial position of each of Company''s subsidiaries,
joint ventures and associates. The policy for determining
material subsidiaries, as approved, may be accessed at the
Company''s website
http://www.unitechgroup.com/investor-
relations/policy-determining-material-subsidiaries.asp
.

The names of Companies which have become or ceased
to be subsidiaries, joint ventures or associate companies
during the year

There has been no change in the subsidiaries, joint ventures
or associate companies during the year under review.

Annual Return

As required under section 92 of the Companies Act, 2013,
the Annual Return for the financial year ended March 31,
2023 is available on the website of the Company and can
be accessed at
http://www.unitechgroup.com/investor-
relations/regulation-46-annual-return.asp
for reference and
perusal.

Details of Directors

Members are aware that faced with numerous litigations
by a large number of homebuyers and other stakeholders,
the Hon''ble Supreme Court directed the Union of India vide
its Order dated 18.12.2019 to propose the appointment of
an independent Board of Directors for Unitech Limited. In
compliance thereto, the Central Government proposed
the constitution of a new Board of Directors, which was
approved by the Hon''ble Supreme Court vide its Order dated
20.01.2020 passed in
Bhupinder Singh Vs. Unitech Limited
in Civil Appeal No. 10856/2016. Following from the above,
the Hon''ble Supreme Court was pleased to simultaneously
direct the supersession of the erstwhile Management with
the appointment of a new Board of Directors.

During the year under review, there have been changes in
the composition of the Board of Directors of the Company.
Mr. Balasubramanyam Sriram, Mr. Niranjan L. Hiranandani
and Mr. Anoop Kumar Mittal resigned from the office of
Directors with effect from 13.06.2022, 10.08.2022 and

12.08.2022 respectively. Ms. Uma Shankar was appointed
as Director on the Board of the Company with effect from
19.10.2022. The composition of the Board of Directors as on

31.03.2023 was as follows:

Sr.

No.

Name(s)

Designation

Date of
Appointment

1

Sh. Yudhvir Singh
Malik, IAS (Retd.)

Chairman &

Managing

Director

21.01.2020

2

Dr. Girish Kumar
Ahuja

Director

22.01.2020

3

Sh. Jitu Virwani

Director

22.01.2020

4

Sh. Prabhakar Singh

Director

03.02.2020

5

Ms. Uma Shankar

Director

19.10.2022

Further, after the close of the financial year till the signing of
this report, no changes have taken place in the composition
of the Board of the Company.

Key Managerial Personnel

In compliance of the provisions of section 2(51) and 203
of the Companies Act, 2013, the following Directors and
Officials of the Company were designated as the Key
Managerial Personnel (KMP) of the Company during the year
under review:

Sr.

No.

Name(s)

Designation

1

Sh. Yudhvir Singh Malik

Chairman and
Managing Director

2

Sh. Ashok Kumar Yadav

Chief Executive Officer

3

Sh. Kailash Chand
Sharma

Company Secretary up
to the close of working
hours as on 31st March,
2023

4

Ms. Anuradha Mishra

Company Secretary
with effect from
1st April, 2023

Board Meetings

Thirteen (13) meetings of the Board of Directors were held
during the year under review. Details of the meetings are
provided in the Corporate Governance Report, which may
be read as an integral part of the Board Report.

Annual Evaluation of Directors, Committees and Board

All the Directors have been appointed by the Central
Government as its Nominee Directors. The annual evaluation
of performance of Directors, Committees and Board has,
therefore, not been undertaken.

Opinion of the Board with regard to integrity, expertise and
experience of the Independent Directors appointed during
the year

Ms. Uma Shankar was appointed as a Director by the
Ministry of Corporate Affairs vide its Order dated 19.10.2022,
in pursuance to the Order of the Hon''ble Supreme Court dat¬
ed 13.10.2022. Since all the Directors on the Board of the
Company have been appointed by the Central Government
with the prior approval of the Hon''ble Supreme Court, the
said opinion is not required to be provided. All the Directors,
including, Ms. Uma Shankar, who was appointed during the
FY 2022-23, are well known professionals from diverse fields
and have no personal/ pecuniary interest in the Company.

Statement on declaration by Independent Directors

The Directors of the Company have been appointed by
Central Government (Ministry of Corporate Affairs), in
compliance with the Order of the Hon''ble Supreme Court
dated 20.01.2020 and all the Directors are Nominee Directors.

Policy on Director''s Appointment and Remuneration

The Directors of the Company have been appointed by
the Central Government with the prior approval of Hon''ble
Supreme Court. No remuneration is being paid to the
Directors of the Company, except sitting fee for attending the
Board/ Committee meetings. The remuneration of Chairman
& Managing Director of the Company, as being paid, has
been determined by the Central Government in the Ministry
of Corporate Affairs. Hence, there is no formal policy in place
in respect of appointment and remuneration of Directors.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing criteria
for determining qualifications, positive attributes, and
independence of Directors, policy relating to remuneration
to Directors, Key Managerial Personnel and Senior
Management Personnel of the Company has been disclosed
in the Corporate Governance Report, which may be read as
an integral part of the Board Report.

Directors'' Responsibility Statement

Subject to the Audit qualifications raised by the Statutory
Auditors, findings of the investigations by different
Investigating Agencies and decisions by different Courts
of competent jurisdiction, the Directors confirm in terms of
section 134(5) of the Companies Act, 2013, that:

(i) While preparing the Annual Accounts for the year
ended 31st March, 2023, the applicable accounting
standards have been followed along with proper
explanations relating to material departures;

(ii) The 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 on 31 st March, 2023 and of the loss of the
Company for the year ended on that date;

(iii) The 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) The Directors have prepared the annual accounts on an
on-going concern basis;

(v) The Directors under the new Management will lay
down sound internal financial controls to be followed
by the Company and that such internal financial
controls would be adequately commensurate with the
size of its operation and business; and

(vi) The Directors under the new Management will
endeavour to devise proper system to ensure
compliance with the provisions of all applicable
laws and that such systems would be adequate and
operationally effective.

Details in respect of frauds reported by Auditors under sec¬
tion 143 (12) of the Companies Act, 2013, other than those
which are reportable to the Central Government

To the best of our knowledge and belief and subject to
the (i) outcome of the ongoing investigations by various
Investigating Agencies pertaining to transactions transacted
during the period of erstwhile Management or even
otherwise, having cascading impact, (ii) outcome of the
cases pending in Courts of competent jurisdiction, and (iii)
Audit qualifications, no frauds were reported by the Auditors
under section 143(12) of the Companies Act 2013, for the
year under review.

Auditor and Auditors'' Report

The Members of the Company appointed M/s GSA &
Associates, LLP, Chartered Accountants (FRN 000257 N/
N500339), as Statutory Auditors of the Company in the 50th
Annual General Meeting, for a period of five years till the
conclusion of 55th Annual General Meeting.

Auditors'' Report - Qualified Observations

Management''s Response to Independent Auditor''s Report of the Statutory Auditors on the Audited Standalone
Financial Results of Unitech Limited for the Quarter and Financial Year ended 31.03.2023

Sr.

No.

Auditor''s Observations

Management''s Response

1

(i) Unitech Limited ("the Company") held its annual
general meeting for last 2 years with delays. The
company had not applied for any extension for these
annual general meeting to the Registrar of Companies,
NCT of Delhi & Haryana and is in the process of
estimation of penalty and other implications due to
delay in holding of annual general meeting.

(ii) Further, the Company also delayed in filing of
its quarterly and annual/year to date results with
Security and Exchange Board of India "SEBI". The
Company has not taken any provision related to
penalty on account of such delay and management is
now planning to seek relief against such penalty from
SEBI.

(iii) We had given a disclaimer of opinion on the
standalone financial statements for the year ended
31st March, 2022 in respect of this matter.

(i) The Annual General Meeting (AGM) for the year
ended 31st March, 2022 was due to be held latest
by 30th September, 2022. However, the AGM for
the FY 2021-22 was held on 31.03.2023. The new
management did not have access to complete
records of various transactions of the Company.
It caused delay in the finalization of accounts
and convening of Annual General Meeting. The
new Management has inherited several legacies
under various provisions of law, including non¬
compliances related to non-holding of Annual
General Meeting of Unitech Limited on or before
the due dates. Ever since the new Management
took control of Unitech Group as whole, it has
been endeavoring to make the Group compliant in
accordance with the provisions of the Companies
Act, 2013 and rules made thereunder and other
applicable laws.

(ii) The Company has scheduled its Annual General
Meeting for the FY 2022-23 on 29th September
2023, which is well within the prescribed time-lines.

(iii) The Management had taken up the issue of seeking
exemptions and waiver of penalties from MCA
as well as SEBI vide its letters dated 11.06.2020,

29.07.2020 and 27.08.2020 and had also sought
the intervention of Secretary MCA to take up the
matter with SEBI. The Secretary MCA also took
up the matter with Chairman SEBI vide his letter
dated 05.08.2020. SEBI responded vide its letter
dated 09.09.2020 informing that the BSE and NSE
had examined the issue in view of moratorium
granted by the Hon''ble Supreme Court and the
notice for suspension of trading of securities had
been withdrawn. Finding that there was no positive
response on waiver of penalties, the Management
filed an IA No. 81660 of 2021 and 81663 of 2021 on

16.07.2021 in the Supreme Court seeking requisite
reliefs, which is still pending. The above defaults on
the part of the Company were also placed before
the Hon''ble Supreme Court in the Action Taken
Report-III filed on 28.03.2022

Sr.

No.

Auditor''s Observations

Management''s Response

2.

(i) We have made references to the Resolution
Framework (RF) for Unitech group which has been
prepared under the directions of the Board of
Directors of Unitech Limited appointed by the Central
Government pursuant to the afore-said order of the
Hon''ble Supreme Court and approved by the Board
of Directors in their Meeting held on June 17, 2020/
September 10, 2020/ October 28, 2020/ April 27, 2022
and which has been filed with the Hon''ble Supreme
Court. Through RF, the company has requested the
Hon''ble Supreme Court to grant some concessions
and reliefs so that the company is able to fulfil its
obligations towards the construction of the projects
and meet other liabilities.

(ii) As the RF has not yet been approved by the Hon''ble
Supreme Court, the impact of the proposed reliefs,
concessions etc. have not been considered in the
books of accounts.

(iii) We had given a disclaimer of opinion on the
standalone financial statements for the year ended
31 st March, 2022 in respect of this matter.

The points mentioned herein are informatory in nature
and the Management has no further comments to offer
on the same.

3.

Material uncertainty related to aoina concern

(i) Management has represented that the Standalone
Financial Statements have been prepared on a going
concern basis, notwithstanding the fact that the
Company has incurred losses and has challenges
in meeting its operational obligations, servicing its
current liabilities including bank loans and public
deposits. The Company also has various litigation
matters which are pending before different forums,
and various projects of the Company have stalled/
slowed down.

(ii) These conditions indicate the existence of material
uncertainty that may cast significant doubt about
Company''s ability to continue as a going concern.
The appropriateness of assumption of going concern
is critically dependent upon the Company''s ability
to raise finance and generate cash flows in future to
meet its obligations, and also on the final decision
of the Hon''ble Supreme Court on the Resolution
Framework. Also, the Board of Directors are exploring
various possible options for completion of ongoing
projects and are trying to generate additional possible
revenues by construction of new flats. This activity
is getting conducted under supervision of Justice
Abhay Manohar Sapre, as appointed by Hon''ble
Supreme Court of India.

(iii) We had given a disclaimer of opinion on the
standalone financial statements for the year ended
31 st March, 2022 in respect of this matter.

The Management has already stated its position in
the Resolution Framework submitted in the Hon''ble
Supreme Court on 15.07.2020, followed by updated
versions submitted on 05.02.2021 and 08.08.2022,
wherein the Hon''ble Supreme Court has been prayed
to grant certain concessions and reliefs so that the
Company is able to fulfil its obligations towards the
construction and completion of projects and meet other
liabilities. The reasons for opting against the winding up
the Company or its reference under IBC have fully been
explained in the application filed for submission of the
Resolution Framework.

Sr.

No.

Auditor''s Observations

Management''s Response

4.

(i) The Company had received a ''cancellation of
lease deed'' notice from Greater Noida Industrial
Development Authority ("GNIDA") dated
18th November 2015. As per the Notice, GNIDA
cancelled the lease deed in respect of Residential/
Group Housing plots on account of non¬
implementation of the project and non-payment of
various dues amounting to Rs. 105,483.26 Lakhs.
The said land is also mortgaged and the Company
has registered such mortgage to a third party on
behalf of lender for the Non-Convertible Debenture
(NCD) facility extended to the Company and, due to
default in repayment of these NCDs, the debenture
holders have served a notice to the Company under
section 13(4) of the SARFAESI Act and have also
taken notional possession of this land. The Company
had contractually entered into agreements to sell
with 352 buyers and has also received advances
from such buyers amounting to Rs. 6,682.10 Lakhs
(net of repayment). No contract revenue has been
recognized on this project.

(ii) GNIDA has, in the meanwhile, in terms of the Order
of the Hon''ble Supreme Court dated 18.09.2018,
deposited on behalf of the Company, an amount of
Rs. 7,436.35 Lakhs (Rs. 6,682.10 Lakhs and interest
@ 6% on the principal amount of Rs. 6,682.10 Lakhs),
out of the monies paid by the Company, with the
registry of the Hon''ble Supreme Court.

(iii) GNIDA has adjusted Rs. 9,200.00 Lakhs of Unitech
Group''s liabilities towards the Company''s other
projects with GNIDA and forfeited Rs. 13,893.42
Lakhs. The Company had paid a sum of Rs. 34,221.90
Lakhs, including Rs. 4,934.95 Lakhs of stamp duty on
the land, for the said land.

(iv) The matter in respect of the land is still pending
before the Hon''ble High Court of Allahabad, and
pending the final disposal, the Company has,
subsequently, shown the amount of Rs. 18,339.80
Lakhs as recoverable from GNIDA in its books of
accounts including stamp duty of Rs. 4,934.95 Lakhs
and lease rent paid of Rs. 6,113.11 Lakhs. Further, the
Company is also carrying

(a) Other construction costs amounting to Rs.
80,575.05 Lakhs in respect of the projects to
come upon the said land which also includes
interest capitalized of Rs. 69,684.68 Lakhs.

(i) The matter is still pending in the Hon''ble High Court
of Allahabad for final disposal. The Management
is hopeful that its stand shall be vindicated in the
Hon''ble Court and there shall be no adverse impact,
other than the one already disclosed.

(ii) As regards the amount of Rs. 7,436.35 lakhs (Rs.
6,682.10 lakhs interest @ 6% on the principal
amount of Rs. 6,682.10 lakhs), deposited with the
Registry of the Hon''ble Supreme Court, the said
amount has already been paid to 352 homebuyers
pursuant to the directions of Hon''ble Supreme
Court, which is a bit more than the principal amount
deposited by the said homebuyers.

(iii) Further, the Management is also in the process
of filing a comprehensive IA before the Hon''ble
Supreme Court qua GNIDA''s demands raised
against Unitech, including seeking appropriate
directions on the instant issue.

Sr.

No.

Auditor''s Observations

Management''s Response

(b) Deferred liability on account of interest payable
to GNIDA appearing in the books of accounts as
on 31st March, 2022 amounting to Rs. 3,72,777.42
Lakhs (including Rs. 52,220.54 Lakhs booked on
account of interest during the year ended 31st
March, 2023). Out of the interest mentioned
above Rs. 4,846.67 Lakhs has been capitalized
in the books of accounts of the Company. The
same is in contravention of the provisions of
Indian Accounting Standards 23 "Borrowing
Costs".

(v) The impact on the accounts viz. inventory, projects
in progress, customer advances, amount payable to
or receivable from GNIDA, cannot be ascertained,
since the matter is still subjudice, as mentioned
hereinabove, vis-a-vis dues of the Company, and
hence, we are unable to express an opinion on this
matter.

We had given a disclaimer of opinion on the standalone
financial statements for the year ended 31st March,
2022 in respect of this matter.

5.

(i) Confirmations/ reconciliations are pending in respect
of amounts deposited by the Company with the
Hon''ble Supreme Court. As per books of account,
an amount of Rs. 31,191.85 Lakhs deposited with
the Hon''ble Supreme Court Registry ("Registry")
is outstanding as at 31 st March, 2023. Management
has received certain details of payments made and
monies received in the registry from the Court and has
accrued the same in its books of accounts. However,
there are still variations of Rs. 934.15 Lakhs between
balance as per books of accounts vs balance as per
registry details and management is in the process of
reconciliation of the same.

(ii) Further, for the payments made from its registry,
there was no deduction made on account of tax
at source and no goods and services tax liability,
wherever applicable on reverse charge basis have
been complied with.

(iii) In view of the reconciliation exercise still in process
and absence of other statement of transactions
and confirmation of balance from the Registry, we
are unable to comment on the completeness and
correctness of amounts outstanding with the Registry
and of the ultimate impact these transactions would
have on the Standalone Financial Statements of the
Company, and hence we are unable to express an
opinion on this matter.

(iv) We had given a disclaimer of opinion on the
standalone financial statements for the year ended
31 st March, 2022 in respect of this matter.

(i) The observation is a statement of fact and needs no
further comments.

(ii) The Company received a detailed statement of
accounts from the Supreme Court''s Registry in
the month of November, 2022. After reconciliation
of the accounts, entries pertaining to (a) interest
income of Rs. 4,980.00 lakhs upto 22.11.2022, (b)
disbursement of Rs. 2,734.11 lakhs, out of 4,000
lakhs deposited in the Supreme Court''s Registry by
M/s Pioneer Urban Land & Infrastructure Limited,
and (c) disbursement of Rs. 2,183.45 lakhs to
homebuyers, FD holders and other stakeholders,
have been duly entered in the books of accounts
for the period ending 31.03.2023.

(iii) Further, during reconciliation, variations amounting
to Rs. 934.15 lakhs have been observed between
Balance as per books of accounts vis-a-vis Balance
as per Supreme Court''s Registry, which is proposed
to be taken up with the Supreme Court Registry
and reconciled as soon as the relevant information
is received from the Registry.

(iv) As regards the TDS on the payments made
from the Registry or the TDS by the Bank on the
accrued interest, the Registry has not provided any
information. This will have to be verified from the
Supreme Court Registry. In any case, prima facie,
there should be no liabilities/ penalties on this
account qua the Company as the default, if any,
would be on the part of the Bank or the Supreme
Court Registry.

Sr.

No.

Auditor''s Observations

Management''s Response

6.

According to information given and explanation provided
to us by the management, in respect of Property, Plant
and Equipment (PPE) including Investment Property
having net value of Rs. 2,996.56 Lakhs (net of accumulated
depreciation of Rs. 7,527.88 Lakhs), there is no physical
verification conducted by the Company since last year.
Further, the Company does not maintain proper records
showing full particulars, including quantitative details
and situation of Fixed Assets comprising ''property, plant
and equipment, ''capital work-in-progress'' & ''investment
property''''. In view of this and also of the fact that these
PPE''s are kept as security for obtaining bank loans and all
the loan accounts of the Company (except loan obtained
from Punjab National Bank) are at non performing levels,
we are not able to express an opinion on this matter.

We had given a disclaimer of opinion on the standalone
financial statements for the year ended 31st March, 2022 in
respect of this matter.

The Company has maintained the Fixed Assets
Register for recording the details of Property, Plant
& Equipments. The management is facing a major
challenge in reconciling the Opening Balances, which is
a legacy issue and difficult to reconcile. However, it is
proposed to take up this exercise to prepare separate
lists of PPE where the reconciliation of Opening Balance
remains an issue. The challenges faced in reconciliation
of the Opening Balances, wherever occurring, will be
addressed separately.

7.

Non-current investment and loans

Company has made investments and given loans to its
subsidiaries, joint ventures, associates and others. Details
as on 31st March, 2023 are as follows:

(i) Unitech Limited has 186 Indian Subsidiary
Companies out of which 08 subsidiary Companies
have been struck off by the Registrar of Companies,
NCT Delhi and Haryana. The Company has moved
the National Company Law Tribunal (NCLT) for the
revival of the subsidiaries which have been struck
off, out of which 02 have already been ordered to
be revived.

(ii) For 149 Indian Subsidiary Companies, Statutory
Auditors have been appointed so far whereas the
due process for settlement of accounts with the
existing Statutory Auditors in case of 16 other
Subsidiaries is underway. For the remaining 13
Subsidiaries, wherein there is a substantial foreign
investment, necessary steps are being taken by the
Company in this regard.

(iii) As regards 32 foreign subsidiaries along with Libya
Division and 03 foreign JVs, the management has
listed down their available details. The Audited
Balance Sheets of 04 foreign subsidiaries, 02
foreign JVs, and that of Libya Division are not
available with the Company. For rest of the
Companies, the last audited available Balance
Sheets are those of 31.03.2017 except for two
Companies whose available Balance Sheets are
those of 31.03.2010 and 31.03.2016. Moreover,
it is pertinent to mention that, as per information
available to the new management, the Central
Investigating Agencies are believed to be engaged
with the issues pertaining to these entities.

Amounts in Rs. Lakhs

Particulars

Amount

invested

Impairment
accounted
for till
31.03.2023

Carrying

amount

Equity investment -
Indian subsidiaries

75,342.84

30,745.68

44,597.16

Equity investment -
foreign subsidiaries

66,376.77

66,376.77

_

Equity investment -
joint ventures

54,041.94

-

54,041.94

Equity investment -
associates

299.25

-

299.25

Equity investment -
others

31,040.70

-

31,040.70

Debenture

investment

1,512.18

-

1,512.18

Investment - CIG

25,453.18

-

25,453.18

Corporate

guarantees

8.7

-

8.7

Loans given to
subsidiaries

372,702.40

1,589.05

371,113.36

Advances given to
subsidiaries

61,965.54

-

61,965.54

Sr.

No.

Auditor''s Observations

Management''s Response

Amounts in Rs. Lakhs

(iv) The matter regarding investment in Carnoustie and
CIG is already under scrutiny by the Investigating
Agencies and various attachment orders have
been passed by the Enforcement Directorate.
The Management has included the position of
Carnoustie and CIG in the Resolution Framework
submitted before the Hon''ble Supreme Court. It is
pertinent to mention here that Unitech Limited has
also filed an IA in the Hon''ble Supreme Court for
the recovery of the amount invested. The matter
has been heard but the order is awaited.

(v) However, keeping in view the investigations being
carried out by the ED, and the ED having filed
charge-sheets before the Adjudicating Authority
under PMLA, the Company is left with no option
but to await the final outcome in these matters.

Loans to Joint
Ventures and
Associates

8,381.00

8,381.00

Advances to Joint
Ventures and
Associates

20.33

20.33

Share Application
Money

46.5

-

46.5

Considering the fact that the accounts of the above-
mentioned foreign entities are not available with the
management and for Indian entities, they are not audited
since last 3-4 years plus also taking into account the factors
such as non-existence of any loan agreement stating
terms, conditions and duration of loan, accumulated
losses in above said entities, substantial/ full erosion
of net worth, significant uncertainty on the future of
these entities and significant uncertainty on recovery
of investments and loans, there are strong indicators of
conducting impairment/ expected credit loss assessment
for above mentioned investments and loans in accordance
with the principles of Indian Accounting Standards 36,
"impairment of assets" and Indian Accounting Standards
109 "financial instruments".

Further: -

(i) Equity investment - others include investment made
in M/s Carnoustie Management (India) Private Limited
(Carnoustie) of Rs. 31,005.45 Lakhs as on 31st March,
2023. Regarding this investment, the Company
has already filed an Intervention Application "IA"
before Hon''ble Supreme Court of India wherein, the
Company has stated that erstwhile management
has invested in equity shares of Carnoustie @ Rs.
1,000 - Rs. 1,500 per share including a premium of
Rs. 990 - Rs. 1,490 per share. As per IA submitted
by the Company, there was no basis available with
erstwhile management for such share valuation.
Also, there were certain plots allotted to Carnoustie
at a price much lower than the market rate as
on allotment date. Considering the nature of this
investment, same is to be valued at fair value through
other comprehensive income "FVTOCI" as required
under Indian Accounting Standards 109 "financial
instruments" but the Company has decided to carry
investment made in Carnoustie at cost as the matter
is subjudice.

Sr.

No.

Auditor''s Observations

Management''s Response

(ii) Investment - CIG - The Company made investment of
Rs. 25,453.18 Lakhs in CIG Realty Fund for which no
details are available with the Company. As explained
by management, the Company is planning to file a
separate Intervention Application "IA" before Hon''ble
Supreme Court of India requesting Hon''ble Court
to take up this matter. Management also explained
that CIG funds are already under investigation by
Enforcement Directorate (ED) and Serious Fraud
Investigation Office (SFIO). Considering the nature
of this investment, same is to be valued at fair value
through other comprehensive income "FVTOCI" as
required under Indian Accounting Standards 109
"financial instruments" but the Company has decided
to carry investment made in CIG funds at cost as the
matter is under investigation by various authorities.

In view of non-existence of any impairment study,
non-existence of any expected credit loss policy in
the Company and accounting of investment at cost
which were otherwise to be carried at FVTOCI, we are
unable to express an opinion upon the adjustments,
if any, that may be required to the carrying value
of these non-current investments and non-current
loan and its consequential impact on the Standalone
Financial Statement.

We had given a disclaimer of opinion on the standalone
financial statements for the year ended 31st March,
2022 in respect of this matter.

8.

Impairment Assessment of Bank and Comorate

(i) There are a number of secured, unsecured and
operational creditors qua the Company and its
subsidiaries, JVs and other affiliates. Further, the
Company and the promoters have also given
various kinds of Guarantees, including Bank
Guarantees and Corporate Guarantees, the lists
whereof (to the extent of availability of records),
surviving or matured, have been shared with the
Statutory Auditors. However, it may not be possible
to vouchsafe at this stage that these are the only
Guarantees given by the Company.

(ii) The issues pertaining to secured, unsecured
and operational creditors have been covered in
Chapter-3 of the Resolution Framework (RF). Apart
from seeking various reliefs and concessions qua
such creditors, the RF also contains a provision on
invitation of Claims and settlement thereof (3.2).
These issues have yet not been adjudicated by
the Hon''ble Supreme Court. Hence, it is neither
possible nor feasible at this stage to undertake any
impairment assessment of secured creditors, and/

Guarantees

Standalone Financial Statements, wherein it is stated that
the Company is having outstanding bank and corporate
guarantee of Rs. 107,059.26 lakhs as per audited financials
for year ending 31st March, 2023. The Company has not
conducted any impairment assessment on the same
in accordance with the principles of Indian Accounting
Standards 109 "financial instruments". In view of the
same, we are unable to express an opinion on the same.
We had given a disclaimer of opinion on the standalone
financial statements for the year ended 31st March, 2022 in
respect of this matter.

Sr.

No.

Auditor''s Observations

Management''s Response

or Corporate Guarantees till these related issues
are crystalized and settled by the Hon''ble Supreme
Court. Likewise, some of the investments/
advances made by the Company are a subject
matter of investigations being conducted by
various Central Investigating Agencies.

9.

Trade receivables and other financial assets

The Company has trade receivables and other financial
assets as on 31st March, 2023 as under -

The new Management is in the process of developing an
Expected Credit Loss Policy for the Company. However,
it has taken time due to various kinds of situations
coming to the notice of the management. Every effort
shall be made to finalize the same by March, 2024.

Rs. in Lakhs

Particulars

Amount

Provision
accounted
for till
31.03.2023

Carrying

amount

Trade Receivables

78,751.93

31,521.87

47,230.06

Security Deposits

52,818.32

934.04

51,884.28

Non-Current Loans
and Advances

100.00

-

100.00

Current Loans and
Advances

6,617.34

520.00

6,097.34

Advances for
purchase of Shares

31,079.48

31,079.48

-

Staff Imprest &
Advances

47.09

-

47.09

Advances to others

13.08

-

13.08

The Company has not assessed loss allowance for
expected credit losses on financial assets in accordance
with the principles of Indian Accounting Standards AS 109
- "Financial Instruments".

In view of non-existence of any expected credit loss
policy in the Company, we are unable to express an
opinion upon the adjustments, if any, that may be
required to the carrying value of these financial assets
and its consequential impact on the Standalone Financial
Statement.

We had given a disclaimer of opinion on the standalone
financial statements for the year ended 31st March, 2022 in
respect of this matter.

Sr.

No.

Auditor''s Observations

Management''s Response

10.

Inventory and project in progress

(i)

Five Project Management Consultants (PMCs)

(i)

Standalone Financial Statement of the Company
as on 31st March, 2023, has shown inventory of
Rs. 62,517.96 Lakhs and projects in progress "PIP"
of Rs. 17,56,942.48 Lakhs. Company is currently
carrying these inventory and PIP items at cost, which
is computed based on percentage of completion
method under Indian Accounting Standard 115
"Revenue from Contracts with Customers". In view of
the fact that in majority of the projects of the Company,
construction and other operational activities are
on hold since last 24-60 months, there are high
indicators that such inventory and PIP assets should
be tested for evaluating their respective net realized
value "NRV" in accordance with the requirement of

have been engaged, with the approval of the
Hon''ble Supreme Court, who have substantially
completed Part-A of the Scope of Work assigned to
them. This includes "As-is-assessment" of various
projects i.e. the status of work done/ completed
during the period of erstwhile management. The
PMCs have backed their work with photographs
and videography of these projects so as to avoid
any conflicts when it comes to the claims of old
contractors'' vis-a-vis the work to be done by the
new contractors. Based on this exercise, the PMCs
have worked out the BoQs of the remaining works,
which form the basis for preparation of Tender
Documents.

Indian Accounting Standard 2 "inventories".

(ii)

About 130 to 140 Tenders would need to be floated

(ii)

Further, management is in the process of verification
of title documents for land and other immovable
assets.

to complete the balance works, out of which 35
Tenders (Lot-1) were floated on 02.01.2023. On
scrutiny of bids, it was discovered that no bids
were received against 18 tenders (out of 35)

(iii)

As per the explanation provided by the management,

whereas both the bids received in case of one

pursuant to the approval of Hon''ble Supreme Court of

tender failed to meet the eligibility criteria and both

India, Project Management Consultants (PMCs) have

the bids received in respect of another tender were

been appointed for the projects for estimation of work

abnormally high, resulting in the rejection of bids

done till date, cost to be incurred further to complete

for these 02 tenders. Thus, bids were required to

the projects and to provide applicable completion

be called afresh in respect of these 20 (18 1 1)

timelines. These PMCs have also conducted actual

tenders.

physical assessment of the projects and submitted
their reports. Management was earlier of the view
that NRV assessment of inventory and PIP can be
made only after the appointed PMCs complete their
assessment of respective projects and submit their
final reports but the same is still awaited.

(iii)

In continuation thereto, 2nd Lot of 31 Tenders was
prepared by the PMCs, which was duly reviewed by
the EIL. Thus, a total of 51 Tenders (20 re-tenders
of Lot-1 and 31 tenders of Lot-2) were approved
by the BoD and Justice (Retd.) A. M. Sapre in the
month of April 2023 for uploading the same on

(iv)

Further, the Company has during the year capitalized

Unitech''s e-Tendering web-portal. Accordingly,

expenses to the tune of Rs. 11,249.80 Lakhs as

these tenders were uploaded on the Unitech''s web-

construction expenses (including interest expense

portal on 08/09.05.2023.

of Rs. 6,154.51 Lakhs). The same is in contravention
of the provisions of Indian Accounting Standard
16 "Property plant and equipment" and Indian
Accounting Standard 23 "Borrowing cost" as
construction activity for all the projects is stalled since
last 4-5 years. This has resulted in understatement of
current year loss by above said amount.

(iv)

The extended last date for submission of bids
in respect of these 51 Tenders was 22.06.2023.
On opening of Technical bids on 23.06.2023, it
was discovered that no bids had been received
in respect of 09 tenders. After completion of the
process of evaluation of Technical and Financial
bids, the management finalized the bids received
qua 34 tenders. This has been approved by the
Board of Directors, followed by Justice (Retd.) A.M.
Sapre on 18.08.2023.

Sr.

No.

Auditor''s Observations

Management''s Response

Also further, the Company, in its financial statements has
bifurcated PIP under two headings - “Project in progress
on which revenue is not recognized" and “Amount
recoverable from project in progress (on which revenue
is recognized)". We have not been provided with any
basis on which this bifurcation is made.

In view of the absence of any NRV assessment by the
management and absence of any physical verification
report, capitalization of expenses and interest cost
during the year, and absence of any basis of bifurcation
of projects in financial statements, we are unable to
express an opinion upon the existence and adjustments,
if any, that may be required to the carrying value of
these inventories and PIP and its consequential impact
on the Standalone Financial Statements.

We had given a disclaimer of opinion on the standalone
financial statements for the year ended 31st March,
2022 in respect of this matter.

(v) Projects in Progress (PIP) on which revenue is
not recognized refers to those projects where no
inventory is available for sale and only expenditure
is to be made for the completion of residual works
in such projects.

11.

External Confirmation

The Company has not initiated the process of external
confirmation for outstanding balances of the following
areas as on 31st March, 2023 are as follow:

(i) It is stated that as per Standards on Auditing
(SA)-505, prescribed by the Institute of Chartered
Accountants of India (ICAI), the process of external
confirmation is to be initiated by the Statutory
Auditors for directly obtaining the evidence from
the confirming parties at their level. However,
the management would initiate this exercise now
keeping the Statutory Auditors in loop for the with
respect to outstanding balances as on 31.03.2023.
It would, therefore, be appropriate that the
Statutory Auditors take up external confirmations
based on random sampling basis since obtaining
confirmation from all the parties would be a time¬
consuming exercise.

(ii) As far as the liability of the Company towards the
secured, unsecured or operational creditors is
concerned, the same has been covered in Chapter-3
of the Resolution Framework (RF) submitted before
the Hon''ble Supreme Court. The RF also contains a
provision on the Process of Claim Settlement qua
such creditors according to which the Company
shall be inviting claims from all such stakeholders
but it can be done only after a definitive view on the
RF is taken by the Hon''ble Supreme Court.

Amounts in Rs. in Lakhs

Particulars

Amount

Provision
accounted
for till
31.03.2023

Carrying

amount

Trade Receivable

78,751.93

31,521.87

47,230.06

Trade Payable

82,070.64

386.34

81,684.30

Advances received
from Customers

10,97,542.77

-

10,97,542.77

Advances to Suppliers

7,235.30

-

7,235.30

Security Deposits

52,818.32

934.04

51,884.28

Loans and advances
to Subsidiaries

4,38,577.05

1,589.05

4,36,988.00

Loans to Joint Venture
and Associates

8,381.00

-

8,381.00

Other Loans and
advances

6,717.34

520.00

6,197.34

Advances for
purchase of land
and project pending
commencement

61,287.37

30,000.00

31,287.37

Loans from
Subsidiaries,

Joint Venture and
Associates

80,368.23

80,368.23

Security and other
deposits payable

42,995.92

-

42,995.92

Staff Imprest

47.09

-

47.09

Inter Corporate
Deposits

13,853.66

-

13,853.66

Other Assets

6,349.22

-

6,349.22

Particulars of Loans, Guarantees or Investments

Particulars of Loans and Guarantees given or Investments
made under section 186 of the Companies Act, 2013, are
given in the respective Notes to Standalone Financial
Statements.

Contracts or arrangements with Related Parties under sec¬
tion 188(1) of the Act

With reference to section 134(3)(h) of the Companies Act,
2013, all Related Party Transactions (RPTs) under section 188
of the Companies Act, 2013 and regulation 23 of the Listing
Regulations were placed before the Audit Committee and
the Board. All contracts/ arrangements/ transactions made
by the Company during the relevant year with the Related
Parties were in the ordinary course of business and on an
arm''s length basis.

As detailed in Note No. 46 of Standalone Financials
Statement, the Company has not entered into any transaction
with related parties during the year under report, which
could be considered material in accordance with the policy
of the Company on materiality of Related Party Transactions.
In view of the same, giving particulars of contracts or
arrangements with the Related Parties in Form AOC-2 is not
required for the year under review. The Company has framed
a policy on dealing with Related Party Transactions and the
same is available at Company''s website
www.unitechgroup.
com.
Your Directors draw your attention to Note No. 46
to the Standalone Financial Statement, which sets out the
related party disclosures.

The State of the Company''s Affairs

1. The Directors of your company had engaged M/s
Anarock Consultants Private Limited to carry out the
market valuation of unsold inventories of Unitech
Group on a representative basis in its various
residential projects as on 31.03.2021, with a stipulation
that it would revalidate the market value of unsold
inventories as of 01.10.2023 also. In compliance of the
same, M/s Anarock has revalidated the market value of
the unsold inventories as of 01.10.2023 and submitted
its final report to the Management.

2. During the year under review, the Management issued
a public notice dated 31.08.2022 regarding meetings
with the homebuyers of Unitech''s Noida Projects. The
said meetings were convened to share the thought
process of the new Management about the future
roadmap planned for Noida Projects and to seek the
consent of homebuyers on the Proposed Revised
Layout Plans, subject to approval of the Competent
Authority, to improvise the planning of Projects
with suitable modifications in compliance of (i) Uttar
Pradesh Apartment (Promotion of Construction,
Ownership and Maintenance) Act, 2010, and (ii) UP
Real Estate Regulation Act, 2016. Meeting for the
Unitech Golf and Country Club, Sector 96-97-98, Noida,

was held on 04.09.2022, followed by Unihomes-3 in
Sector-113 Noida and Unihomes in Sector-117, Noida,
on 06.09.2022 and 08.09.2022, respectively. It may be
noted that the number of consents received from the
homebuyers fulfilled the requisite 2/3rd requirement as
per law. Pursuant thereto, the Revised Layout Plans and
Building Plans have been submitted to Noida Authority
along with the Consent Forms. Approval of the Noida
Authority is still awaited.

3. During the year under review, the Management of your
Company has submitted 25 applications for renewal
of licenses to the Department of Town and Country
Planning, Haryana on 08.07.2022 and deposited the
current renewal fees also with respect to the same.
The Town & Country Planning Department has already
granted renewal of 24 out of 25 Licenses vide its orders
dated 07.09.2022. Further, applications have also been
submitted for Grant of Occupation Certificates (OCs) in
respect of six projects of Unitech in Gurugram, out of
which four have duly been granted by the competent
authority. Further, applications for release of revised
Building Plans were submitted for three projects,
which have been sanctioned. Out of the Zoning Plans
submitted for three projects, the same have been
approved for two projects.

4. During the year under review, on the directions of the
Hon''ble Supreme Court vide its order dated 17.08.2022,
the Revised Payment Plan along with details regarding
the tentative timelines for completion of the residential
projects was uploaded on the website of the Company
on 19.08.2022. The Homebuyers were requested to
give their comments/ suggestions on the Revised
Payment Plan to a dedicated e-mail id. Accordingly, 503
e-mails were received on the subject. The suggestions/
observations of 503 homebuyers were compiled along
with the management''s response thereto and filed
before the Hon''ble Supreme Court. As on the date of
this report, the said issue is yet to be adjudicated by the
Hon''ble Supreme Court.

5. During the year under review, the matter of sale of
Unitech Power Transmission Limited (UPTL) has also
been under consideration. The Board of Directors
accorded their approval to engage M/s. Ernst & Young
(EY) as Transaction Advisers for the divestment of
UPTL in the Meeting of the BoD held on 14.02.2023 at a
success fee of 1.75% of the Enterprise Value, capping
of OPE at Rs. 5 lakhs and with an exclusivity period
of 09 months. The matter of divestment of UPTL was
put up on the website of Unitech Limited on 06.04.2023
inviting Expressions of Interest (EOI) from interested
parties till 19.04.2023. In addition, M/s E&Y had also
sent communications to 37 prospective investors. A
total of 10 parties submitted their EOIs by the due date.
Following from the above, Non-disclosure Agreements

(NDAs) were signed with these 10 parties. Another
Notice was uploaded on the Unitech''s Website and
on the e-Tendering portal on 26.04.2023 inviting non¬
binding offers from these 10 parties up to 01.05.2023.
In response thereto, non-binding offers were received
within the fixed timelines only from 04 parties, namely,
(a) M/s Jakson Limited (Rs. 65 Crore), (b) M/s JSC
OGCC Kazstroyservice (Rs. 25 Crore), (c) M/s Shilpa
Steel and Power Limited (Rs. 20 Crore), and (d) M/s
Shree Metals (Mujbi) Private Limited (Rs. 10 Crore). The
non-binding term-sheets were opened on 02.05.2023.
Since the value offered by M/s Jakson Limited was
found to be the highest among all the bidders, it was
allowed to conduct Due Diligence as per the process
note prepared by E&Y in consultation with UPTL to
facilitate the highest bidder to submit its Binding Offer
on or before 17.06.2023. Eventually, the Binding Term
Sheet for an amount of Rs. 65 Crore was received on
17.06.2023, along with a BG of Rs. 1.00 Crore. The
highest bidder had subsequently agreed to improve
its offer to Rs. 67.00 Crore. The Board has already
approved the proposal by Circulation.

6. The Hon''ble Supreme Court, vide its order dated
18.05.2022, appointed Justice (Retd.) A. M. Sapre to be
associated with every stage of tendering process and
that the same be carried out under his supervision. Based
on the ground-work done by PMCs, it was estimated that
about 130 Tenders would be required to be floated for
completion of all the 74 residential and 12 commercial
projects. Since, it was practically not possible to float
all the 130 tenders in one go, the Management decided
to float these 130 odd tenders in four to five Lots with
each Lot comprising about 30-35 tenders. Accordingly,
after the approval of the Board of Directors (BoD) and
Justice (Retd.) A. M. Sapre in the month of November/
December 2022, a total of 35 Tenders (as Lot-1) were
floated on 02.01.2023 on Unitech''s e-tendering web
portal etenders.unitechgroup.com. After the last
date of submission of tenders, it was discovered that
no bids were received against 18 tenders (out of 35)
whereas both the bids received in case of one tender
failed to meet the eligibility criteria and both the bids
received in respect of another tender were abnormally
high, resulting in the rejection of bids for these 02
tenders. Thus, bids were required to be called afresh
in respect of these 20 tenders (18 1 1). Balance 15
tenders, which were found to be technically eligible
and financially acceptable, were recommended for
Award of Contracts by the PMCs and EIL, which in
turn was duly approved by the BoD in April, 2023 and
submitted to Justice (Retd.) A.M. Sapre for his approval
and onward recommendation to the Hon''ble Supreme
Court seeking its permission for Award of Contracts to
the successful bidders qua these 15 tenders. Justice
(Retd.) A. M. Sapre scrutinized the same and submitted
his recommendations to the Hon''ble Supreme Court.

Approval of the Hon''ble Supreme Court for Award of
Contracts in respect of these 15 Tenders is awaited.
The Letters of Intent (LoIs) would be issued to the
Contractors after approval of the Hon''ble Supreme
Court is received and works would commence at the
respective projects thereafter.

7. In continuation of the Tendering process, 2nd Lot of 31
Tenders were prepared by the PMCs and duly reviewed
by the EIL. Thus, a total of 51 Tenders (20 re-tenders
of Lot-1 and 31 tenders of Lot-2), duly approved by
BoD and Justice (Retd.) A. M. Sapre, were uploaded
on Unitech''s e-tendering web portal on 08.05.2023 and
09.05.2023. Accordingly, these tenders were uploaded/
floated on the portal. A total of 103 bids were received
against 42 Tenders as no bids were received against 09
Tenders. Finally, after technical and financial evaluation
and negotiations held with 15 bidders, bids received
against a total of 34 Tenders have been finalised,
approved by the Board and Justice Sapre. As on date,
15 Tenders of Lot-1 and 34 Tenders of Lot-2, have been
recommended by Justice (Retd.) A.M. Sapre for the
approval of the Hon''ble Supreme Court.

8. During the year under review, M/s MSTC were engaged
as the Auctioneers for handling the auction of various
unencumbered land assets of Unitech Group. M/s MSTC
has an experience of about 50 years in conducting/
handling auctions of various items including properties
belonging to various Government Organizations and
has developed a robust e-auction platform for the
purpose. Further, the e-auction processes had been
approved to be incorporated in the Land Sale Policy
and SOP which has been duly approved by the Hon''ble
Supreme Court vide its order dated 17.08.2022. As on
the date of this report, M/s MSTC has been supplied
with information in order to develop the auction
catalogue and it is proposed that the unencumbered
properties will be hosted for e-Auction shortly.

9. Document Management System/ Content Management
System has been installed and configured in the
Company. Data Storage Structure for Documents
related to Projects has been created. Project Documents
in electronic format are being moved to the DMS.

Amount, if any, proposed to be carried to any Reserves

As the Company is incurring losses since last several years,
no amount is proposed to be carried to any reserve during
the year under review.

Dividend

As your Company has incurred a net loss during the year
under review, your Directors have not recommended any
dividend for the year ended 31st March, 2023.

Conservation of Energy, Technology Absorption

Since the Company does not own any manufacturing
facility, except Unitech Power Transmission Limited (UPTL),

a wholly-owned subsidiary company, the requirement of
disclosure of particulars relating to conservation of energy
and technology absorption is not applicable.

Foreign Exchange Earnings and Outgo

The Company is engaged in developing/ constructing
residential and commercial properties in India and it used
to sell the immovable properties to customers in India and
abroad in the past. However, no sale of immovable properties
has been carried out after the change of Management.
During the year under review the Company has not sold
any overseas property. The foreign exchange earnings and
outgo of the Company during the year under review were
NIL.

Risk Management

Risk Management Policy of the Company is in place and has
been updated and approved in the meeting of the Board of
Directors held on 13.07.2023. The objective of the policy
is to identify and assess the key risk areas, and to mitigate
risks, and monitor/ report effectiveness of the processes and
controls and advance action, which may need to be taken to
mitigate such risks.

Corporate Social Responsibility

The Company has not undertaken any CSR activities
during the year under review, since there is loss during the
preceding three financial years. The Annual Report on CSR
activities is attached herewith at
Annexure-2, which may be
read as an integral part of the Board Report.

Internal Financial Control for Financial Statements

The Board of Directors have been reviewing the sufficiency
of existing internal control systems and assessing the

need to bring better financial control measures, which are
commensurate with the size of the business of the Company.

Audit and Risk Management Committee

The composition of the Audit and Risk Management
Committee is provided in the Corporate Governance Report,
which forms an integral part of the Board Report.

Vigil Mechanism

Pursuant to section 177 (9) of the Companies Act, 2013,
read with rules made thereunder and regulation 22 of the
Listing Regulations, the Company has Vigil Mechanism for
Directors and Employees to report genuine concerns. The
policy has been posted at Company''s website i.e.
http://
www.unitechgroup.com/investor-relations/whistle-blower-
policy.asp
During the year under review, the Company has
not received any such report in this behalf.

Secretarial Standards

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

Deposits

During the year under review, the Company has not accepted
any Deposits under the provisions of section 73 and 76 of the
Companies Act, 2013, read with Companies (Acceptance of
Deposits) Rules, 2014. Particulars of Deposits covered under
Chapter V of the Companies Act, 2013 are as follows:

Particulars

Details

Amount of Deposits accepted during the
financial year 2022-23.

NIL

Amount of Deposits remained unpaid or
unclaimed during the year, i.e. as on 31.03.2023

Rs. 537.44 crore (Principal Amount)

Whether there has been any default in
repayment of Deposits or Interest thereon; and
if so the number of times and the total amount
involved-

? At the beginning of the year

? Maximum during the year

? At the end of the year

Details of Deposits which are not in Compliance
with Chapter V of the Companies Act, 2013

(i) The Company had filed an application in March 2015 before the
Hon''ble CLB [Now NCLT] for seeking,
inter-alia, re-scheduling of
repayment of Fixed Deposits. The Hon''ble National Company Law
Tribunal, New Delhi (NCLT) dismissed the said application. The appeal
against the said order was also dismissed by the Hon''ble NCLAT vide
its order dated 31st January, 2017.

(ii) Some Depositors filed intervention applications (IAs) before the
Hon''ble Supreme Court in the matter of homebuyers of the Company.
Considering their applications, the Hon''ble Supreme Court directed
the Amicus Curiae to create a web-portal where the Depositors could
provide their requisite information. Accordingly, in compliance of the ibid
direction, the Ld. Amicus Curiae created a web-portal for the purpose.

(iii)

Hon''ble Supreme Court vide its order dated 12th December, 2019,
allowed refunds to FD holders who were senior citizens, aged 60 years
and above. Ten per cent of the amount deposited with the Registry at
that time i.e. Rs. 17.4 crore was allocated for the purpose. Having regard
to the huge number of FD holders, who had registered themselves on
the web-portal, the Hon''ble Court allocated a further sum of Rs. 30
crore for distribution amongst them. The additional amount of Rs. 30
crore was also to be disbursed to FD holders of the age group of 60
years and above, in terms of the earlier direction/s. Out of the allocated
sum of Rs. 47.40 Crore allocated, an amount of Rs. 31.23 Crore has
been disbursed till 22.11.2022 as per the report of the Registry of the
Hon''ble Supreme Court.

(iv)

Further, the Hon''ble Supreme Court, on recommendations of Justice
Sapre, approved the release of Rs.13.19 Crore for payment of the
principal amount of Fixed Deposits to 548 FD holders vide its order
dated 01.02.2023 on grounds of medical exigencies. The said amount
has been received in the Company''s Account. As on 10.07.2023, a
total of Rs. 12.90 Crore has been refunded to 501 FD Holders. The
outstanding principal amount payable to the FD holders amounts to
Rs. 535.87 Crore as on 10.07.2023.

(v)

Accordingly, the matter pertaining to public deposits is presently before
the Hon''ble Supreme Court as addressed in Chapter 8 of the Resolution
Framework. Hence, the final action in this behalf would depend on the
finality of the matter at the level of the Hon''ble Apex Court.

Particulars of Employees and Related Disclosures

The ratio of remuneration of each Director to the median
employees'' remuneration and other details in terms of section
197 (12) of the Companies Act, 2013, read with rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided as
Annexure-3, forming
part of this report.

During the year under review, no employee was drawing
remuneration of Rs 1.02 crore per annum which is required
for inclusion in the statement containing particulars of
employees as required under section 197 of the Companies
Act, 2013, read with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Significant and Material Orders

During the year under review, apart from various Orders
passed by the Hon''ble Supreme Court, there were no
significant and material orders passed by the regulators or
tribunals that may impact the ''going-concern-status'' and
Company''s operation in future.

Details of applications made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 during the
year along with their status as at the end of the financial year

During the year under review, no application was made nor was
any proceeding pending under the Insolvency and Bankruptcy
Code, 2016, as per the records available with the Company.

Details of difference between the amount of valuation done
at the time of one-time settlement and the valuation done

while taking loan from the Banks or Financial Institutions
along with the reasons thereof

The same is not applicable for the year under review.

Cost Accounts and Cost Auditors

The Company is required to make and maintain cost records
as specified by the Central Government under sub-section
(1) of section 148 of the Act. The Company has in its Board
Meeting held on 13.07.2023 appointed M/s Pant S. &
Associates (FRN: 101402) as Cost Auditors of the Company
for conducting audit of cost records from FY 2022-23 to
2023-24. The remuneration to be paid to the Cost Auditor for
FY 2022-23 & 2023-24 will be ratified in the ensuing Annual
General Meeting of the Company.

Further, the observations of the Cost Auditor as given in his
Cost Audit Reports for the Financial Years from 2017-18 to
2021-22 are given herein below along with the response of
the Management on the same -

Cost Auditor''s Observation

Management Response

Company has to maintain detail
of area constructed during the
financial year, that detail is not
available at Company''s end.
Instead of area constructed,
Company has mentioned each
project as different service and
mentioned one (01) quantity
against each project.

The Company has been
maintaining the details
of each project as one
single entity, as a standard
practice from its inception,
since calculations of
amounts spent qua the
area constructed each
unit-wise is not practically
feasible.

Prevention of Sexual Harassment at work place

The Company has complied with the provisions relating
to the constitution of the Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder. During the year under review, no
case/ complaints pursuant to the same were reported to the
Board.

Acknowledgments

Your Directors wish to place on record their deep sense
of appreciation for the co-operation received from the
Members, Government authorities, customers and vendors.
Your Directors also wish to place on record appreciation
for the contribution made by each and every employee

of the Company. The Directors are also thankful to all the
stakeholders for their continued help, assistance and support.

For and on behalf of Board of Directors
For
UNITECH LIMITED

(Yudhvir Singh Malik)
Chairman & Managing Director
Unitech Group of Companies

DIN: 00000555

Date: 29th August, 2023
Place: Gurugram


Mar 31, 2017

Dear Members,

The Company’s Directors are pleased to present the 46th Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2017.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31st March, 2017 is summarized below:

(Figures in Rs. Crore)

2016-17

2015-16

Revenue from operations

1,155.09

1,332.01

and other Income

Less: Expenses

Construction & Real Estate

870.71

1,011.08

Project Expenditure

Cost of Land sold

65.45

279.54

Changes in inventories of

29.99

(117.67)

finished goods , work in

progress

Employee benefits

86.98

109.85

expense

Finance Cost

346.66

299.09

Depreciation and

3.94

4.49

amortization expense

Other Expenses

31.56

51.75

Total Expenses

1,435.29

1,638.13

Profit/ (Loss) before Tax

(280.20)

(306.12)

Less: Tax Expense

i) Current

-

61.46

ii) Deferred tax (net)

(89.31)

(89.31)

(94.22)

(32.76)

Profit/ (Loss) for the year

(190.89)

(273.36)

There were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of report, other than the ones already provided or stated in the Financial Statements.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY AFFAIRS

The total income of the Company for the year under review is Rs.1,155.09 Crore. The Loss before tax stood at Rs.280.20 crore and Loss after tax stood at Rs.190.89 Crore. On consolidated basis, the total income of the Company and its subsidiaries stands at Rs.1795.26 Crore. The consolidated loss before tax stood at Rs.527.83 crore and loss after tax stood at Rs.402.67 Crore. The earnings per share (EPS) on an equity share having face value of Rs.2/-, stands at ‘ (0.73) considering the total equity capital of Rs.523.26 Crore.

On consolidated basis, the real estate and related division contributed Rs.1206.56 crore in the revenues of the Company,

whereas the contribution from the Property Management business was Rs.134.54 crore and from the Transmission Towers business was Rs.357.67 Crore. Hospitality contributed the revenue of Rs.36.73 Crore.

key highlights of the business and operations

During the year under review, there was no change in the nature of business of the Company. Some of the key highlights pertaining to the business of the Company, including its subsidiaries and associates, for the year under review and period subsequent thereto are given hereunder:

Project Sales and Delivery

In line with the trend in the last few years, given depressed market conditions, your Company focused on project delivery against launch and sale of new projects. During the year under review, your Company has launched totaling an area of 2.09 million sq.ft. The Company achieved sales bookings for a total area of 2.75 million sq.ft. during 2016-17 valued at Rs.851 crore. In terms of total area sold in 2016-17, 2.36 million sq.ft. was sold in Gurugram, 0.06 million sq.ft. in Noida & Greater Noida, 0.07 million sq.ft. in Chennai, 0.05 million sq.ft. in Kolkata and 0.21 million sq.ft. in other cities.

In terms of segment wise sales, 18.5 % of the area sold was from the residential segment while 81.5 % was from non-residential. The average realization, in 2016-17, from the non-residential segment was Rs.3,007 per sq.ft. as compared to the residential segment’s average realization of Rs.3,477 per sq ft.

Project Execution and Delivery

Your Company delivered 5.18 million sq ft of completed area during the year and 67 % of the projects are in handing over/finishing stage across various regions of the country. As at 31st March, 2017, a total of 33.16 million sq.ft. area is under development. In order to efficiently execute the much higher scale of projects across markets, the Company is substantially upgrading its operations. During the year under review, the Company continued to focus on strengthening the back end infrastructure of the construction division to improve the quality and output of construction work.

More details about the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

As your Company has incurred a net loss during the year under review, your Directors have not recommended any dividend for the year ended 31st March, 2017.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, for the year under review, as stipulated under Regulation 34 & Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”] is given separately and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate from M/s. DR Associates, Company Secretaries (CP No. 714) confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company, its subsidiaries, associates and joint ventures provided in the Annual Report are prepared in accordance with the provisions of the Companies Act, 2013 (“the Act”) read with Ind AS 110 - ‘Consolidated Financial Statements’ read with Ind AS 28 - ‘Investment in Associates’ and Ind AS 31 - ‘Interest in Joint Ventures’.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Pursuant to first proviso to Section 129(3) of the Act, a statement, containing salient features of financial statements of Company’s subsidiaries, joint ventures and associates (in Form AOC-1), is attached to the financial statements. The said statement describes the performance and financial position of each of Company’s subsidiaries, joint ventures and associates. The policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.unitechgroup.com/investor-relations/ corporate-governance.asp .

The audited financial statements and related information of the subsidiaries is available on website of the Company, viz. www. unitechgroup.com and will be made available, upon request by any member of the Company & shall also be made available for inspection at the registered office of the Company.

During the year under review, the status of Unitech Build-con Pvt. Ltd. has been changed from subsidiary to wholly owned subsidiary of the Company. Further, during the year under review, Pinnacle Holdings Ltd. ceased to be subsidiary of QnS Facility Management Pvt. Ltd., a wholly owned subsidiary of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as required under Section 92 (3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure-I to this report.

KEY MANAGERIAL PERSONNEL (KMP)

In compliance with the provisions of Section 203 of the Companies Act, 2013, the following Executive Directors and Officials of the Company are designated as the Key Managerial Personnel of the Company:

1.

Mr. Ramesh Chandra

Executive Chairman

2.

Mr. Sanjay Chandra

Managing Director

3.

Mr. Ajay Chandra

Managing Director

4.

Mr. Sunil Keswani

Chief Financial Officer [upto 29th April 2017]

5.

Mr. Deepak Kumar Tyagi

Chief Financial Officer [w.e.f. 29th April 2017]

6.

Mr. Deepak Jain

Company Secretary [upto conclusion of Board Meeting held on 4th November 2016]

7.

Mr. Rishi Dev

Company Secretary [w.e.f. conclusion of Board Meeting held on 4th November 2016]

DIRECTORS

In accordance with the provisions of Section 152 of the Act and rules made there under, Ms. Minoti Bahri, Non-Executive Director (DIN:00004530), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Directors recommend re-appointment of Ms. Minoti Bahri at the ensuing Annual General Meeting.

Since last Board Report, in 45th Annual General Meeting (AGM) of the Company, Maj. Gen. Virender Kumar Bhutani (Retd.) (DIN-03487268) has been appointed Independent Director on the Board for a period of five years w.e.f. 30th May, 2016, on non-rotational basis.

The details of programmes on familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the Company’s website under web link http://www.unitechgroup.com/ investor-relations/corporate-governance.asp . During the year under review, two such programms were held which were attended by Independent Directors.

During the year under review, six meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was not more than one hundred and twenty days as provided under Section 173 of the Act. The details of meetings are disclosed under Corporate Governance Report forming part of this Report.

BOARD EVALUATION

Pursuant to the provisions of Section 134, 149 & Schedule IV of the Act and Regulation 17(10) of the Listing Regulations annual performance evaluation of the Directors as well as of the various committees of the Board has been duly carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman & Non Independent Directors was carried out by the Independent Directors at their properly convened meeting. The performance evaluation of the various Committees of Directors was carried out by the Board.

During the year, SEBI has issued a guidance note in order to guide listed entities by elaborating various aspects of Board evaluation. The guidance note covers all major aspects of Board Evaluation including the following:

a. Subject of Evaluation i.e. who is to be evaluated;

b. Process of Evaluation including laying down of objectives and criteria to be adopted for evaluation of different persons;

c. Feedback to the persons being evaluated;

d. Action Plan based on the results of the evaluation process;

e. Disclosure to stakeholders on various aspects;

f. Frequency of Board Evaluation;

g. Responsibility of Board Evaluation and

h. Review of the entire evaluation process periodically.

The purpose of the Guidance Note is to educate the listed entities and their Board of Directors about various aspects involved in the Board Evaluation process and improve their overall performance as well as corporate governance standards to benefit all stakeholders. The Nomination & Remuneration Committee had formulated/modified the existing Criteria of Evaluation in line with the aforesaid guidance note.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, independence of a director and policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management personnel of the Company are disclosed in the Corporate Governance Report forming part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Act the Directors confirm that:

- in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors had 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, 2017 and of the loss of the Company for

the year ended on that date;

- the Directors had 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;

- the Directors had prepared the annual accounts on a going concern basis;

- the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

internal financial control for financial STATEMENTS

Unitech has adequate system of internal controls commensurating with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

The construction industry is passing through a challenging phase and the Company is no exception. The top management of the Company, to utilize the available resources efficiently has decided to engage itself more with the operations of the Company. The Company is further enhancing/ strengthening the internal financial reporting with respect to significant business control, risk management processes etc.

The Company’s internal controls are further supplemented by internal audits, management review and documented policies, procedures & guidelines. The internal control system is designed to ensure that financial records are reliable for preparing financial information and recording of assets.

All financial and audit control systems are also reviewed by the Audit Committee and Board of Directors of the company.

AUDIT COMMITTEE

The composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

M/s R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N) were appointed, in the Annual General Meeting held on 12th September 2016, for a term of consecutive five years from the conclusion of 45th Annual General Meeting till the Conclusion of 50th Annual General Meeting (subject to ratification by the members at every subsequent Annual General Meeting).

Accordingly the Audit Committee and the Board of Directors have recommended for ratification of appointment of M/s R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N) for the FY 2017-18, by the members at the ensuing Annual General Meeting.

Auditors’ Report

A) The Auditors’ in their Report to the members, have given five qualified opinions and the response of your Directors with respect to it are as follows:-

Response to point (1)

On basis of internal assessments and evaluations, possible recoveries from securities (registered or unregistered) have represented that the significant portion of such trade receivables balance outstanding are still recoverable/ adjustable and that no accrual for diminution in value of trade receivables, other than the ones already provided in the books of accounts; is therefore necessary for the period ending 31st March, 2017. The Management closely monitors its credit exposure and is confident of appropriately adjusting / recovering significant portions of the remaining outstanding balance of such amounts in the foreseeable future.

Response to point (2)

The Company is making best possible efforts for sale of the land parcels earmarked for repayment of the deposits but such sale process is taking time due to global economic recession and liquidity crisis, particularly, in the real estate sector of India. However, regardless of these adverse circumstances and difficulties, the Company is committed to comply with the orders passed by the Hon’ble NCLT (including the ones passed by CLB) and NCLAT to repay all the public deposits along with interest thereon in the course of time period.

The company has already earmarked 6 (six) unencumbered land parcels which shall be sold and the entire sale proceeds thereof shall be utilized for repayment of the said deposits. The Company is fully committed to repay all the deposits along with interest thereon and it is making all efforts to arrange the necessary resources required for this purpose.

Response to point (3)

The Company periodically assesses and evaluate its investments, loans and advances. The Company is of the firm view that the diminution, if any, even if it exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, management believes that the loans and advances given to these companies are considered good and recoverable based on the future projects in these subsidiaries and accordingly no provision other than those already accounted for, has been considered necessary.

Response to point (4)

Advances for the purchase of land, projects pending commencement and to joint ventures and collaborators have been given in the normal course of business to land owning companies, collaborators, projects and for purchase of land. Periodically the management assesses the recoverability of such advances The management of the Company, based on the internal assessment and evaluations, considers that these advances, which are in the normal course of business are recoverable/adjustable and that no provision is necessary at this stage. The management is confident of recovering/ appropriately adjusting the balance in due course.

Response to point (5)

The Company has written a letter to GNIDA dated 1 December 2015, wherein it has stated that the cancellation of the lease deed is wrong, unjust and arbitrary. The Company has also described steps taken for implementation of the project, valid business reasons due to delays till date. Further, it had also proposed that in view of the fact that third party interests have been created by the Company in the allotted land, by allotting plots to different allottees, in the interest of such allottees, GNIDA may allow the Company to retain an area of approximately 25 acres out of the total allotted land of approx. 100 acres and that the amount paid by the Company till date may be adjusted against the price of the land of 25 acres and remaining surplus amount may be adjusted towards dues of other projects of the Company under GNIDA. The discussions/ negotiations and the legal recourse process are currently underway. The management is of the concerned view that in view of the recent developments, in-spite of the aforesaid letter, no provisioning of the investment made in the project is required

B) The Auditors’ in their report to the members, have stated two “Emphasis of matter” and the response of your Directors on them are as follows:-

Response to point (1)

The Company filed a writ petition before Hon’ble High Court of Punjab & Haryana challenging the termination of development agreement. The matter was referred for arbitration and the matter is pending adjudication before the panel of three arbitrators. The Company has concluded its evidence. The Company has a good case and accordingly no provision has been considered necessary.

Response to point (2)

Based on the legal advice received by it, the Company believes that the said award of LCIA and order of the Hon’ble Delhi High Court is not enforceable in India on various grounds including but not limited to lack of jurisdiction by the LCIA appointed arbitral tribunal. The Hon’ble High Court of Delhi has passed an order in the case instant. On the basis of legal advice received, the Company is sanguine & strongly believes that its stand taken in this matter will be vindicated in the Hon’ble Supreme Court. The Company is preparing for filing the SLP in the Hon’ble Supreme Court against the said Order of the Hon’ble High Court of Delhi. Nevertheless, in case if the Company is required to make the aforesaid investment into Kerrush Investments Ltd. (Mauritius), its economic interest in the SRA project in Santacruz Mumbai shall stand increased proportionately thereby creating a substantial asset for the Company with an immense development potential.

C) Further, the Board gives the following explanations, to the comments of the Auditors’ in para 1 (g) to Report on Other Legal and Regulatory Requirements:-

The Company has sought legal opinions from its legal advisors, with respect to the matured unpaid debentures and public deposits outstanding at Balance Sheet date. Based on the same, the Board is of the view that the provisions of Section 164(2) (b) of the Companies Act, 2013 does not attract.

D) Further, the Board also gives the following explanations, to the Disclaimer of Opinion of the Auditors’ in the Annexure A to Auditors’ Report to the members:-

1. The Company works in a dynamic business environment and adopts the suitable internal financial controls, especially the ones having bearing upon reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes maintaining such business policies and procedures as may be required to effectively conduct the business of the Company and maintain such records as to properly record the business transaction, assets and liabilities of the Company in such a way that they help in prevention of frauds & errors and timely completion of financial statements.

a. Following the norms prevailing in the real estate industry the Company does not ascertain the credit worthiness of customers. The Company maintains the due and mandated KYC norms of the customers. The Company takes a good amount of the overall purchase price of the customer as an advance at the time of booking, and should in case, if the customer fails to pay the due amount, the Company can forfeit the amount, already paid by the customer. The risk is further reduced where the property purchased by customer if financed by any bank/ NBFC. The said Bank/ NBFC do their routine credit check of the customer and thus the Company is not exposed to any credit risk for not ascertaining the credit worthiness of customers.

b. The advances for the purchase of land, projects pending commencement and to the joint ventures and collaborators are given in the normal course of business to land owning Companies, collaborators, projects and for the purchase of land. The Company keeps a watch on how this amount is utilized ultimately. The management of the Company based on the internal assessment and evaluation considers that these advances, which are in the normal course of business, are recoverable/ adjustable. The Company has a process to advance such loans & advance and the management of the Company keeps a close watch on extending such loans & advance and their ultimate recovery.

c. The Company, as per the generally accepted accounting principles, duly provides for the diminished value of such loans & advances, where the recovery of such loan is doubtful. The management believes that the diminution in the value of investments, to the extent other than the value already reduced in the books of accounts, if any, that exists; is only temporary and that the sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment.

2. Project management and land management are the keys to the successful and timely completion of projects. The Company has focused attention to complete the existing projects and has aligns all its available resources for the execution of the projects. This dynamic approach requires realignment of the prevailing internal control relating to Project Management, Project Revenue and Land Management. Similarly to utilize its existing resources better, the company is re-aligns its processes relating to Land Management, Receivable Management, Litigations & Claims.

E) Further, the Board also gives the following explanations, to comments of the Auditors’ in the Annexure B to Auditors’ Report to the members:-

Response to point (iii)(a)

The matter has been evaluated and the Company is of the firm view that the diminution, if any, even if it exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, management believes that the loans and advances given to these Companies are considered good and recoverable based on the future projects in these subsidiaries and accordingly no provision other than those already accounted for, has been considered necessary.

Response to point (v)

The Company is making best possible efforts for sale of the land parcels earmarked for repayment of the deposits but such sale process is taking time due to global economic recession and liquidity crisis, particularly, in the real estate sector of India. However, regardless of these adverse circumstances and difficulties, the Company is committed to comply with the orders passed by the Hon’ble NCLT (including the ones passed by CLB) and NCLAT to repay all the public deposits along with interest thereon in the course of time period.

The Company has already earmarked 6 (six) unencumbered land parcels to be sold and the entire sale proceeds thereof shall be utilized for repayment of the said deposits. The Company is fully committed to repay all the deposits along with interest thereon and it is making all efforts to arrange the necessary resources required for this purpose.

Response to point (vii)(a)

The Management is of the view that there are delays in the payment of income tax, service tax & provident fund. however, with improved business environment and particularly in the challenging Real Estates Industry the Company will be able to meet its obligations in time. The Management is hopeful and committed to their level best to streamline the same in future.

Response to point (viii)

The real estate sector, as a whole, is passing through tough time and your Company is also facing this heat. In this challenging phase, cash-flows of the Company have been adversely impacted and there were certain delays/defaults in timely repayment of dues (including interest) to Banks and financial institutions in respect of term loans and non convertible debentures. It is submitted that the Company endeavors to streamline its future operations and discharge the said liabilities in time.

Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. M.K. Kulshrestha & Associates, Cost Accountants (Firm Registration No. 100209) as cost Auditors for the financial year 2017-18 to carry out the audit of cost records maintained by the Company. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2017-18 is subject to ratification by the shareholders of the Company.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DR Associates, Company Secretaries (CP No. 714), to conduct the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report (Form MR-3) is annexed as Annexure II forming part of this Report.

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to point No.1

The Company has sought legal opinions from its legal advisors, with respect to the matured unpaid debentures and public deposits outstanding at Balance Sheet date. Based on the same, the Board is of the view that the provisions of Section 164(2) (b) of the Companies Act, 2013 does not attract.

Response to point No.2

The real estate sector is facing the heat of liquidity crunch and the Company is also going through this challenging time. The cash flows of the Company have been adversely impacted and there are delays in delivering projects and repayments of depositors and creditors. The same resulted in rise in litigations. The Company is trying hard to make timely repayments and deliveries and hopeful to get out of it soon.

Response to point No.3

There are delays in the payment of income tax, service tax & provident fund. however, with improved business environment and particularly in the challenging Real Estates Industry the Company will be able to meet its obligations in time. The Management is hopeful and committed to their level best to streamline the same in future.

Response to point No.4

The Company is law abiding entity, and is endeavor to file all required forms and returns with the Registrar in time. However, there has been few delays which the management ensures to take care in future.

RISK MANAGEMENT

In the Company, a well defined risk management mechanism is in place. The Objective of the mechanism is to identify the various inherent risks in the process and advance actions to be taken to mitigate it. A detailed exercise is carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Company has a Risk Management Policy to identify and assess the key risk areas, mitigating risk, monitor and report effectiveness of the process and control.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act read with relevant Rules and Regulation 22 of the Listing Regulations, the

Company has a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns. The said Policy has been posted on Company’s website (www. unitechgroup.com).

During the year under review, no concerns or grievances pursuant to the same were reported.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Pursuant to Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a CSR Committee and based on the recommendations of the Committee the CSR Policy has been approved by the Board of Directors of the Company. The same is available on the website of the Company (www. unitechgroup.com).

During the year under review, CSR Committee recommended that since there is average loss in three preceding financial years, there is no statutory requirement for spending on CSR activities pursuant to provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. However, the Company and its management is committed to contribute towards the betterment of the society where we live and work as and when the company’s cash flow permits.

The annual report on CSR activities is attached at Annexure-III forming part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans given, Guarantees given or Investments made under Section 186 of the Act are given in notes to standalone financial statements.

DEPOSITS

During the year under review, the Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits), Rules 2014.

Particulars of Deposits covered Under Chapter V of the Act are as follows:

Particulars

Details

Amount of Deposits accepted during the year

Amount of Deposits remained unpaid or unclaimed during the year*

Whether there has been any default in repayment of deposits or interest thereon; and if so the number of times and the total amount involved-

- At the beginning of the year

- Maximum during the year

- At the end of the year

Details of deposits which are not in Compliance with Chapter V of this Act.

NIL

Rs.547.66 Crore

In March 2015, the Company had filed an application before the Hon’ble CLB [Now NCLT] for seeking, inter-alia re-schedulement of repayment of Fixed Deposit. During the year under review, the Hon’ble National Company Law Tribunal, New Delhi (NCLT) dismissed the said application. On appeal against the said order, the Hon’ble National Company Law Appellate Tribunal, New Delhi (NCLAT) extended the date of repayment of deposits under Section 74(1) of the Act upto 31st December 2016. Subsequently, the said appeal was also dismissed by the Hon’ble NCLAT vide its order dated 31stJanuary 2017.

The Company has already earmarked six unencumbered land parcels and best possible efforts are being made for sale of said land parcels for repayment of the deposits.

However, regardless of adverse circumstances and difficulties, the management is committed to comply with the orders passed by Hon’ble NCLT and Hon’ble NCLAT to repay all the public deposits alongwith interest thereon.

*As at 31st March,2017

RELATED PARTY TRANSACTIONS

All related party transactions attracting compliance under Section 188 of the Act and Regulation 23 of the Listing Regulations are placed before the Audit Committee and the Board. Prior omnibus approval of the Audit Committee was also obtained for the transactions which were of a foreseen and repetitive nature.

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis. During the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the same, the requirement of giving particulars in Form AOC-2 is not applicable for the year under review.

The Company has framed, approved and implemented a policy on dealing with Related Party Transactions and the same is available on Company’s website under web link http://www.unitechgroup.com/investor-relations/corporate-governance.asp.

Your Directors draw attention of the members to Note No. 44 to the standalone financial statement which sets out related party disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median employees’ remuneration and other details in terms of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure IV forming part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. However, in pursuance of Section 136 of the Act, this report is being sent to all shareholders of the Company, excluding the aforesaid information and the said particulars are made available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and outgo of the Company during the year under review were NIL and Rs.3.77 crore as compared to NIL and Rs.2.73 crore in the previous year respectively.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Company’s operation in future.

PREVENTION OF SEXUAL HARASSMENT AT workplace

The Company had formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Further during the year under review, no case/complaints pursuant to the same were reported to the Board.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation for the co-operation received from the financial institutions, banks, government authorities, customers, vendors and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the significant contribution made by each & every employee of the Company. The Directors are also thankful to all stakeholders for their continued patronage.

BY THE ORDER OF BOARD OF DIRECTORS

for UNITECH LIMITED

Ramesh Chandra

Chairman

DIN: 00004216

Date: 30th May, 2017

Place: Gurugram


Mar 31, 2015

Dear Members,

The Company's Directors are pleased to present the 44th Annual Report and the Audited financial Statements of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31st March, 2015 is summarized below:

(Figures in Rs. Crore)

2014-15 2013-14

Total Income 1394.41 2152.57

Less: Operating Expenses 1071.89 1745.93

Profit/ (Loss) before Interest, 322.52 406.64

Depreciation and Tax

Less: i) Interest 307.31 274.22

ii) Depreciation 7.78 315.09 6.57 280.79

Profit/ (Loss) before Tax 7.43 125.85

Less: Provision for Tax

i) Current 9.52 52.03

ii) Deferred 13.72 23.24 (5.05) 46.98

Profit/(Loss) after Tax (15.81) 78.87

Balance carried over to (15.81) 78.87 Balance Sheet

There were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of report.

financial highlights and state of company affairs

The total income of the Company for the year under review is Rs. 1,394.41 crore. The Profit before tax stood at Rs. 7.43 crore and Loss after tax stood at Rs. 15.81 crore. On consolidated basis, the total income of the Company and its subsidiaries stands at Rs. 3,719.56 crore. The consolidated loss before tax stood at Rs. 50.81 crore and loss after tax stood at Rs. 128.34 crore. The earnings per share (EPS) on an equity share having face value of Rs. 2 stands at Rs. (0.06) considering the total equity capital of Rs. 523.26 crore.

On consolidated basis, the real estate and related division contributed Rs. 1,738.15 crore in the revenues of the Company, whereas the contribution from the Property Management business was Rs. 383.74 crore and from the Transmission Towers business was Rs. 289.10 crore. Hospitality and other segments contributed the balance revenues of Rs. 1,020.18 crore.

KEY HIGHLIGHTS oF THE BuSINESS AND oPERATIoNS

During the year under review, there was no change in the nature of business of the Company. Some of the key highlights pertaining to the business of the Company, including its subsidiaries and associates, for the year under review and period subsequent thereto are given hereunder:

Project Sales and Delivery

In line with the trend in the last few years, given depressed market conditions, your Company focused on project delivery against launch and sale of new projects. In fact, since Q2, 2014-15, the Company has not launched any new projects. During the year under review, your Company launched new projects totaling an area of 0.64 million sq.ft. The Company achieved sales bookings for a total area of 1.3 million sq.ft. during 2014-15 valued at Rs. 828 crore. In terms of total area sold in 2014-15, 0.31 million sq.ft. was sold in Gurgaon, 0.21 million sq.ft. in Noida & Greater Noida, 0.14 million sq.ft. in Chennai, 0.10 million sq.ft. in Kolkata and 0.54 million sq.ft. in other cities.

In terms of segment wise sales, 54% of the area sold was from the residential segment while 46% was from non-residential. The average realization, in 2014-15, from the non-residential segment was Rs. 7,233 per sq. ft. as compared to the residential segment's average realization of Rs. 5,629 per sq. ft.

Project Execution and Delivery

Your Company delivered 3.16 million sq. ft. of completed area during the year and handing over is in progress in 41 projects across various regions of the country. As at 31st March, 2015, a total of 37.49 million sq.ft. area is under development. In order to efficiently execute the much higher scale of projects across markets, the Company is substantially upgrading its operations. During the year under review, the Company continued to focus on strengthening the back end infrastructure of the construction division to improve the quality and output of construction work.

More details about the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2015.

MANAGEMENT DISCuSSION AND ANALYSIS REPoRT

The Management Discussion and Analysis Report, for the year under review, as stipulated under Clause 49 of the Listing Agreement is given separately and forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance along with a certificate from M/s. RSD & Associates LLP, a firm of Company Secretaries in Practice (CP No. 714) confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company provided in the Annual Report are prepared in accordance with the Act and Accounting Standard (AS) 21 on 'Consolidated Financial Statements' read with Accounting Standard (AS) 23 on 'Accounting for Investments in Associates' and (AS) 27 on 'Financial Reporting of Interest in Joint Ventures'.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Pursuant to first proviso to Section 129(3) of the Companies Act, 2013 ("the Act"), a statement, containing salient features of financial statements of Company's subsidiaries, joint ventures and associates (in Form AOC-1), is attached to the financial statements. The said statement describes the performance and financial position of each of Company's subsidiaries, joint ventures and associates. The policy for determining material subsidiaries as approved may be accessed on the Company's website at the link:

http://www.unitechqroup.com/investor-relations/corporate-qovernance.asp.

The audited financial statements and related information of the subsidiaries is available on website of the Company, viz. www, unitechgroup.com and will be made available, upon request by any member of the Company & shall also be made available for inspection at the registered office of the Company.

During the year under review, Khatu Shyamji Infratech Pvt. Ltd. was acquired by Unitech Agra Hi-tech Township Limited, a wholly owned subsidiary of the Company.

Further, during the year under review, following companies ceased to be associated with the Company:

Sr. No. Name of Company CIN (Corporate Identification Number)

1 Sirur Developers Pvt. Ltd. U45400DL2007PTC170053

2. Erode Projects Pvt. Ltd. U70109DL2007PTC169206

3. Prasunder Estates Pvt. Ltd. U74899HR2005PTC052432

4. Unitech Hi-Tech Projects Pvt. Ltd. U70109DL2006PTC153484

5. Unitech Realty Estates Pvt. Ltd. U45200DL2006PTC155146

6. Unitech Landscape Projects Pvt. Ltd. U45400DL2008PTC178154

7. MHW Hospitality Ltd. U55101HR2005PLC052431

8. Unitech Real Estate Developers Ltd. U45201HR2005PLC052437

9. Unitech Developers and Projects Ltd. U70109DL2006PLC151341

10. Unitech Hi Tech Structures Ltd. U74899DL2005PLC141674

11. Unival Willows Estate Pvt. Ltd. U70200KA2010PTC079885

12. Unitech Realty Projects Ltd. U00500DL2005PLC140532

13. Seaview Developers Ltd U70101DL2005PLC134243

Sr. No. Name of Company Relation with the Company

1 Sirur Developers Pvt. Ltd. Subsidiary

2. Erode Projects Pvt. Ltd. Subsidiary

3. Prasunder Estates Pvt. Ltd. Subsidiary

4. Unitech Hi-Tech Projects Pvt. Ltd. Subsidiary

5. Unitech Realty Estates Pvt. Ltd. Subsidiary

6. Unitech Landscape Projects Pvt. Ltd. Subsidiary

7. MHW Hospitality Ltd. Subsidiary

8. Unitech Real Estate Developers Ltd. Subsidiary

9. Unitech Developers and Projects Ltd. Associate*

10. Unitech Hi Tech Structures Ltd. Associate*

11. Unival Willows Estate Pvt. Ltd. Associate*

12. Unitech Realty Projects Ltd. Associate*

13. Seaview Developers Ltd Associate*

*ceased to be an associate of Unitech Holdings Ltd., a wholly owned subsidiary of the Company.

A ceased to be an associate of Aditya Properties Pvt. Ltd., a wholly owned subsidiary of the Company.

During the year under review, following 21 subsidiary companies of Havelock Investments Limited (a wholly owned subsidiary of the Company) have been dissolved and amalgamated with Havelock Investments Limited vide Hon'ble High Court of Delhi order No. 12867/14 dated 14th August, 2014.

Sr. Name of Company CIN (Corporate Identification No. Number)

1 Unitech Universal Developers Pvt. U45200DL2008PTC184275 Ltd.

2. Unitech Universal Hotels Pvt. Ltd. U55101DL2008PTC183284

3. Unitech Universal Simpson Hotels U45400DL2008PTC178271 Pvt. Ltd.

4. Volga Realtors Pvt. Ltd. U18204DL2007PTC169633

5. Unitech Power Pvt. Ltd. U40101DL2008PTC175707

6. Unitech Power Projects Pvt. U40108DL2007PTC171151 Ltd.

7. Zanskar Projects Pvt. Ltd. U70109DL2006PTC149537

8. Unitech Acorus Projects Pvt. U45400DL2008PTC179165 Ltd.

9. Unitech Power Distribution U45207DL2008PTC175976 Pvt. Ltd.

10. Unitech Infra-Projects Pvt. Ltd. U45200DL2007PTC159732

11. Flores Unitech Wireless Pvt. Ltd. U31300DL2008PTC184688

12. Unitech Varanasi Hi-Tech Township U45201DL2005PLC141493 Ltd. 13. Panicum Projects Pvt. Ltd. U70109DL2008PTC176858

14. High Strength Infra-Developers U45200DL2007PTC157918 Pvt. Ltd.

15. Sankoo Developers Pvt. Ltd. U70109DL2006PTC155071

16. Mandarin Projects Pvt. Ltd. U45400DL2008PTC176826

17. Falcon Projects Pvt. Ltd. U45400DL2008PTC172095

18. High Vision Healthcare Pvt. U85110DL2006PTC150276 Ltd.

19. Ilam Developers Pvt. Ltd. U70200DL2007PTC170298

20. Agmon Builders Pvt. Ltd. U70109DL2007PTC171838

21. Colossal Infra-Developers U45200DL2006PTC156284 Pvt. Ltd.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as required under Section 92 (3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure-I to this report.

KEY MANAGERIAL PERSONNEL (KMP)

In compliance with the provisions of Section 203 of the Companies Act, 2013, the following Executive Directors and Senior Officials of the Company are designated as the Key Managerial Personnel of the Company w.e.f 1st April, 2014:

1. Mr. Ramesh Chandra Executive Chairman

2. Mr. Sanjay Chandra Managing Director

3. Mr. Ajay Chandra Managing Director

4. Mr. Sunil Keswani EVP & CFO

5. Mr. Deepak Jain VP & Company Secretary

Directors

In accordance with the provisions of Section 152 of the Act and rules made there under, Mr. Sanjay Chandra, Managing Director (DIN:00004484), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Directors recommend re-appointment of Mr. Sanjay Chandra at the ensuing Annual General Meeting.

Based on the recommendations of the Nomination & Remuneration Committee and after reviewing the declarations submitted by Mr. Sunil Rekhi (DIN: 00062990) and Mr. Chanderkant Jain (DIN: 06709287), confirming that they meet the criteria of Independence as prescribed under section 149 (6) of the Act and Clause 49 of the Listing Agreement, the Board of Directors of the company by way of circular resolution passed on 23rd May 2015, appointed them as Additional Non-Executive Independent Directors of the Company.

Mr. Sunil Rekhi and Mr. Chanderkant Jain, appointed as Additional Independent Directors holds office upto the date of ensuing Annual General Meeting (AGM), are proposed to be appointed at the ensuing AGM as Independent Directors of the Company under Section 149 of the Companies Act, 2013 for a period of five years w.e.f. 23rd May 2015, on non- rotational basis.

Since last Board Report, Dr. P K. Mohanty (DIN: 00238329), Mr. Anil Harish (DIN: 00001685) and Mr. Ravinder Singhania (DIN: 00006921), Independent Directors resigned from the Board w.e.f 13th August, 2014, 23rd May, 2015 and 23rd May, 2015 respectively. The Board wishes to place on record its deep sense of appreciation for the valuable services rendered by them to the Board and the Company during their tenure as Directors.

The details of programmes on familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the Company's website under web link:

http://www.unitechqroup.com/investor-relations/corporate-qovernance.asp

During the year under review, four meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of meetings are disclosed under Corporate Governance Report forming part of this Report.

Board Evaluation

Pursuant to the provisions of Section 134, 149 & Schedule IV of the Act and Clause 49 of the Listing Agreement annual performance evaluation of the Directors as well as of the various committees of the Board has been duly carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman & Non Independent Directors was carried out by the Independent Directors at their properly convened meeting. The performance evaluation of the vari- ous Committees of Directors was carried out by the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, independence of a director and policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management personnel of the Company are disclosed in the Corporate Governance Report forming part of this report.

Directors' Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) of the Act the Directors confirm that:

* in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

* the Directors had 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 March 31,2015 and of the loss of the company for the year ended on that date;

* the Directors had 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;

* the Directors had prepared the annual accounts on a going concern basis;

* the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

* the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

Your Company has an effective internal financial control system, which is continuously evaluated by internal and statutory auditors. The internal control is designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Audit Committee of the Company.

AUDIT COMMITTEE

The composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. Goel Garg & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of auditors, if re- appointed.

A) The Auditors' in their Report to the members, have given two qualified opinions and the response of your Directors with respect to it are as follows:-

Response to Point (1)

The advances for the purchase of land, projects pending commencement and to joint ventures and collaborators amounting to Rs. 7,242,711,244 (previous year Rs. 7,718,890,401) have been given in the normal course of business to land owning companies, collaborators, projects and for purchase of land. Further Rs. 476,179,157 (previous year Rs. 1,529,898,595) have been recovered / adjusted during the current financial year. The management of the company based on the internal assessment and evaluations considers that these advances, which are in the normal course of business are recoverable/ adjustable and that no provision is necessary at this stage.

The management is confident of recovering/ appropriately adjusting the balance in due course.

Response to Point (2)

The Management believes that the diminution in value of investments, if any, that exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, the management believes that the loans and advances given to these companies are considered good and recoverable based on the future projects in these subsidiaries and accordingly no provision other than those already accounted for, has been considered necessary.

B) The Auditors' in their report to the members, have stated two "Emphasis of matter" and the response of your Directors on them are as follows:-

Response to Point (1)

The Company has sought relief under section 74(2) of the Act from Hon'ble Company Law Board ("CLB"). As per the order passed by Hon'ble CLB on 3rd July, 2015 & 15th July, 2015, the Management has earmarked certain unencumbered properties of the Company to the satisfaction of Hon'ble CLB. The Hon'ble CLB has constituted a "Sale Committee" consisting of former CLB Chairman, an Advocate representing some of the Depositors and one representative of Company to sell the earmarked properties of the Company. Further, the management is committed to repay all the public deposits along with interest thereon and making all efforts to arrange the necessary resources required for the purpose.

Response to Point (2)

The management does not consider any adjustment in respect of the balance of short term loans aggregating to Rs. 5,00,6,504,267 (Previous Year Rs. 4,296,647,377) and investments aggregating to Rs. 277,257,892 (Previous Year Rs. 275,323,078) because the matters are sub-judice and the management is hopeful of recovery of the same.

C) Further, the Board gives the following explanations, to the comments of the Auditors' in para 2(f) to Report on Other Legal and Regulatory Requirements:-

Your company has sought legal advice with respect to matured unpaid debentures and public deposits outstanding as at the balance sheet date. Based on the said advice, the Board is of the view that the provisions of sub-section (2) of Section 164 of the Companies Act, 2013 does not apply to the Company.

D) Further, the Board also gives the following explanations, to the comments of the Auditors' in the Annexure to Auditors' Report to the members:-

Response to Point (v)

During the year under review, the Company has filed a re- schedulement application before the Hon'ble CLB, New Delhi Bench under Section 74(2) of the Act seeking extension of time for repayment of deposits. Further, as per the order passed by Hon'ble CLB on 30th June, 2015, the Management has earmarked certain unencumbered properties of the Company to the satisfaction of Hon'ble CLB. The Hon'ble CLB has constituted a "Sale Committee" comprising of Former CLB Chairman, an Advocate representing some of the Depositors & one representative of Company to sell the earmarked properties of the Company. Further, the management is committed to repay all the public deposits along with interest thereon and making all efforts to arrange the necessary resources required for the purpose.

Response to Point (vii)

The Board is of the view that there are few delays in the payment of income tax, service tax & provident fund, however, with improved business scenario the Company will be able to meet its obligations in time. The Board is hopeful and committed to their level best to streamline the same in future.

Response to Point (ix)

The real estate sector, as a whole, is passing through tough time and your company is also facing this heat. In this challenging phase, cash-flows of the company have been adversely impacted and there were certain delays/defaults in timely repayment of dues (including interest) to Banks and financial institutions in respect of term loans and non- convertible debentures. It is submitted that the company endeavors to streamline its future operations and discharge the said liabilities in time.

Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. M.K. Kulshrestha & Associates, Cost Accountants as Cost Auditors for the financial year 2014-15 and 2015-16 to carry out the audit of cost records maintained by the Company. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2014-15 and 2015-16 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratifications of the remuneration payable to the Cost Auditors.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RSD & Associates LLP, a firm of Company Secretaries in Practice (CP No. 714), to conduct the Secretarial Audit of the Company for the year ended March 31,2015.

The Secretarial Audit Report (Form MR-3) is annexed as Annexure II forming part of this Report.

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to Point No.1

The real estate sector, as a whole, is passing through the challenging times and your company is also facing this heat. In this challenging phase, the cash flows of the company have been adversely impacted. It is submitted that the company is trying hard and undertaking several steps to successfully going through this tough time. The Company is hopeful that in the near future, it will streamline its operations and provide its due share towards the betterment of the society by making the required contribution for the CSR activities envisaged by the company.

Response to Point No.2

Your company has sought legal advice with respect to matured unpaid debentures and public deposits outstanding as at the balance sheet date. Based on the said advice, the Board is of the view that the provisions of sub-section (2) of Section 164 of the Companies Act, 2013 does not apply to the Company.

Response to Point No.3

Your company is going through a hard phase due to stretched liquidity position and there are delays in delivering projects and repayments of creditors this resulted in rise in litigations. Your company is trying hard to make timely repayments and deliveries and hopeful to get out of it soon.

Response to Point No.4

The Board is of the view that there are few delays in the payment of income tax, service tax & provident fund, however, with improved business scenario the Company will be able to meet its obligations in time. The Board is hopeful and committed to their level best to streamline the same in future.

Response to Point No.5

Your company is law abiding entity, and filed the necessary forms & returns with the authorities. However, there were few delays which the management ensures to file the same in time.

RISK Management

Pursuant to the requirement under Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report, forming part of this Report.

A well defined risk management mechanism is in place. The objective of the mechanism is to minimize the impact of various risks identified and advance actions to mitigate it. A detailed exercise is carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report effectiveness of the policy and procedure.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act read with relevant Rules and Clause 49 of Listing Agreement, the Company has a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns. The said Policy has been posted on Company's website (www.unitechgroup. com).

During the year under review, no concerns or grievances pursuant to the same were reported.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Pursuant to Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a CSR committee and based on the recommendation of the Committee the CSR policy has been approved by the Board of Directors of the Company. The same is available on the website of the Company (www.unitechgroup.com).

During the year under review, the Company has contributed an amount towards its CSR activities which is less than the statutory required expenditure, i.e. 2% of the average net profit for three preceding financial years.

Your Company is one of the country's premier real estate developer with pan India presence. The growth of the Company is closely correlated to the overall growth in the country's real estate sector. The real estate sector, as a whole, is passing through challenging times and therefore the company is also facing the subsequent impact of slowdown in the economy. In this challenging phase, the cash flows of the company have been adversely impacted. It is submitted that the company is undertaking several steps to successfully face these challenging times and thereby ensure that, in the near future, the Company increases its contributions to CSR activities as the Company is committed to contribute towards the betterment of the Communities where we live and work.

The annual report on CSR activities is attached at Annexure-III forming part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans given, Guarantees given or Investments made under Section 186 of the Act are given in notes to standalone financial statements.

DEPOSITS

During the year under review, the Company has not accepted any deposits under the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits), Rules 2014.

Particulars of Deposits covered Under Chapter V of the Act are as follows:

Particulars Details

Amount of Deposits accepted NIL during the year

Amount of Deposits remained Rs. 578.63 Crore unpaid or unclaimed during the year*

Whether there has been any default in repayment of deposits or interest thereon; and if so the number of times and the total amount involved-

* At the beginning of the year NIL

* Maximum during the year During the year under review, there were defaults in repayment of matured public Deposits and to the provisions of the Act read with Companies (Acceptance *At the end of year of Deposit) Rules, 2014, the Company has filed an application before the Hon'ble CLB for seeking, inter-alia, India Place" which can easily fit into top five malls of the country in the footfalls it receives annually, an amusement park having exciting rides and the phenomenal water park which is the largest water park in north India, The next phase of the retail component of the project named as "Gardens Galleria" repayment of deposits from the money realized therefrom. The Hon'ble Details of deposits which are not in CLB after considering the compliance with Chapter V of this Act. financial position of the Company has directed to constitute a 'Sale Committee' comprising of former Chairman of CLB as its Chairman and one representative each on behalf of Depositors and the company as its members to sell the earmarked properties offered by the company as expeditiously as possible.

RELATED PARTY TRANSACTIONS

All related party transactions attracting compliance under Section 188 of the Act and Clause 49 of the Listing Agreement are placed before the Audit Committee and the Board. Prior omnibus approval of the Audit Committee was also obtained for the transactions which were of a foreseen and repetitive nature.

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. In view of the same, the requirement of giving particulars in Form AOC-2 is not applicable for the year under review.

The Company has framed, approved and implemented a policy on dealing with Related Party Transactions and the same is available on Company's website under web link http://www.unitechgroup.com/investor-relations/corporate- governance.asp .

Your Directors draw attention of the members to Note No. 33 to the standalone financial statement which sets out related party disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLoSuRES

The ratio of remuneration of each Director to the median employees' remuneration and other details in terms of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is provided as Annexure IV forming part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 will be provided upon request by any member of the Company. However, in pursuance of Section 136 of the Act, this report is being sent to all shareholders of the Company, excluding the aforesaid information and the said particulars are made available for inspection at the Registered Office of the Company during the period as per the Articles of Association of the Company and any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OuTGO

The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and outgo of the Company during the year under review were NIL and Rs. 15.99 crore as compared to NIL and Rs. 5.33 crore in the previous year respectively.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Company's operation in future.

PREVENTION OF SEXuAL HARASSMENT AT WORKPLACE

The Company had formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Further during the year under review, no case/complaints pursuant to the same were reported to the Board.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation for the co-operation received from the financial institutions, banks, government authorities, customers, vendors and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the significant contribution made by each & every employee of the Company. The Directors are also thankful to depositors and all other stakeholders for their continued patronage.

FOR AND ON BEHALF OF BOARD OF DIRECTORS FOR UNITECH LIMITED

Ramesh Chandra Chairman DIN: 00004216

Place: Gurgaon Date: 13th August, 2015


Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the 43rd Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31st March, 2014 is summarized Below (Figures in Rs. million)

2013-14 2012-13

Total income 21525.65 15264.44

Less: Operating 17459.26 9500.67 Expenses Profit before Interest, 4066.39 5763.77 Depreciation, extraordinary items and Tax

Less: i) Intere 2742.22 3043.86 ii) Depreciation 65.65 2807.87 55.98 3099.84

Profit before 1258.52 2663.93 extraordinary items and Tax

Less: Extraordinary 0.00 345.00 Item

Profit before Tax 1258.52 2318.93 Less: Provision for Tax i) Current 520.32 980.33 ii) Earlier year Tax 0.00 85.19

iii) Deferred (50.48) 469.84 (266.35) 799.17

Profit after Tax 788.68 1519.76

Balance carried over to 788.68 1519.76 Balance Sheet

FINANCIAL HIGHLIGHTS AND OPERATIONS

The total income of the Company for the year under review is Rs. 21,525.65 million. The Profit before tax stood at Rs. 1,258.52 million and Profit after tax stood at Rs. 788.68 million. On consolidated basis, the total income of the Company and its subsidiaries stands at Rs. 30,999.07 million. The consolidated profit before tax (PBT) stood at Rs. 1031.76 million and after tax (PAT) stood at Rs. 697.41 million. The earnings per share (EPS), on an equity share having face value of Rs. 2/-, stands at Rs. 0.30 considering the total equity capital of Rs. 5,232.60 million.

On consolidated basis, the real estate and related division contributed Rs. 22,698.19 million in the revenues of the Company, whereas the contribution from the Property Management business was Rs. 1,265.50 million and from the Transmission Towers business was Rs. 3,862.02 million. Hospitality and other segments contributed the balance revenues of Rs. 1,507.47 million.

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

Some of the key highlights pertaining to the business of the Company, including its subsidiaries and joint venture companies, for the year 2013-14 and period subsequent thereto are given hereunder:

New Project Launches and Sales

During the year 2013-14, your Company launched new projects totalling an area of 5.81 million sqft across different cities in India. Of the total area launched in 2013-14, 1.63 million sqft was launched in Gurgaon, 2.37 million sqft in Noida and Greater Noida, 0.61 million sqft in Chennai and 1.19 million sqft in other cities.

The Company recieved sales bookings for a total area of 2.33 million sqft during 2013-14 valued at INR 1502 Crores. In terms of area sold, with a share of 42.0% Gurgaon had the largest share of sales followed by Noida and Greater Noida with 36.3%, Kolkata with 8% and Chennai with 4.9% share. Other cities contributed the balance. In terms of segment wise sales, 73% of the area sold was from the residential segment while 27% was from non-residential. However, the non-residential segment has a higher average realization of INR 8,700 per sqft compared to the residential segment''s average realization of INR 5,628 per sqft.

Project Execution and Delivery

Your Company delivered over 2.95 million sqft of completed property during the year and handing over is in progress in 36 projects across regions. The Company currently has nearly 100 ongoing projects covering a total of 38.41 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, the Company is substantially upgrading its operations. In 2013-14, the Company also focused on its construction division and expended a lot of effort into further enhancing the Company''s internal execution capabilities.

More details about the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DiViDEND

No dividend has been proposed for the year ended 31st March, 2014.

SUBSIDIARIES

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary Companies is attached to the accounts. In view of the general exemption granted by the Ministry of Corporate Affairs vide its circular No. 02/2011 dated 8th February, 2011, the audited annual accounts and reports of Board of Directors and Auditors of subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular.

The audited annual accounts and related information of the subsidiaries will be made available, upon request by any member of the Company & shall also be made available for inspection at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company are prepared in accordance with the Accounting Standard (AS) 21 on ''Consolidated Financial Statements'' read with Accounting Standard (AS) 23 on ''Accounting for Investments in Associates'' and (AS) 27 on ''Financial Reporting of Interest in Joint Ventures'', notified under Section 211(3C) of the Companies Act, 1956 read with Accounting Standards Rules as applicable.

DIRECTORS

As per provisions of the Companies Act, 2013 and rules made thereunder, Mr. G.R. Ambwani, Mr. Sanjay Bahadur, Mr. Ravinder Singhania and Mr. Anil Harish are proposed to be appointed as Independent Directors w.e.f. 1st April 2014, for consecutive period of five years, at the ensuing Annual General Meeting.

As per Companies Act, 2013 now onwards Independent Directors are not liable to retire by rotation whereas Mr. Ajay Chandra, Mr. Sanjay Chandra and Ms. Minoti Bahri, Directors of the Company are liable to retire by rotation. Ms. Minoti Bahri, Non-Executive & Non-Independent Director, being longest in the office, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The brief resume of the Directors being appointed/ re appointed, the nature of their expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding etc. are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

The Directors recommend their appointment/re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed alongwith proper explanation relating to material departures,

ii) the Directors had 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 at the end of the financial year and of the profit of the Company for that period;

iii) the Directors had 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) the Directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Listing Agreement is given separately forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance and the certificate from M/s Sanjay Grover and Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance forms part of this report.

AUDITORS AND AUDITORS'' REPORT Statutory

Auditors M/s. Goel Garg & Co., Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

A) The Auditors'' in their Report to the members, have given one qualified opinion and the response of your Directors with respect to it is as follows:-

The advances of Rs. 7,718,890,401 (previous year Rs. 9,248,788,996) were given in the normal course of business for the purchase of land, projects pending commencement, joint ventures and collaborators. The management has already recovered/ adjusted Rs. 8,355,415,561 during last two years which itself reflects a significant reduction of around 52% in two years. Your management is confident of recovering/ adjusting the balance advances within reasonable time.

B) The Auditors'' in their report to the members, have stated two "Emphasis of matter" and the response of your Directors on them are as follows:-

Response to Point (i)

* The management does not consider any adjustment in respect of the balance of short term loans aggregating to Rs. 4,296,647,377 and investments aggregating to '' 275,323,078 because the matters are sub-judice and the management is hopeful of recovery of the same.

Response to Point (ii)

* The Committee of Directors accorded its consent for closure of Branch Office at Singapore in its

meeting dated 4th March, 2014. Currently there is no employee in Singapore branch. However, management is taking due care to get accounts of Singapore branch audited.

C) Further, the Board also gives the following explanations, on the comments of the Auditors'' in the Annexure to Auditors'' Report to the members:-

* Refer point (vi) of the Annexure to the Auditors'' Report to the members - The Real Estate sector, as a whole, is passing through testing times and the Company is also facing this heat. As a result, there was non-maintenance of liquid assets as required vide provisions of Rule 3A of Companies (Acceptance of Deposits) Rules, 1975. However, the Company''s endeavor is to comply and maintain liquid assets to the prescribed requirement. Further, we state that the Company has issued cheques to all the deposit holders whose deposits were matured on or before 31st March, 2014 but remained uncleared in the Bank Reconciliation for which the Company is taking necessary steps.

* Refer point (xi) of the Annexure to the Auditors'' Report to the members -

Your Company is recovering from a very challenging phase which has affected its cash-flows, creating temporary mismatch and the stretched liquidity positions during the previous year. It is therefore, during the said previous year, there were delays in timely repayment of dues (including interest) in respect of term loans and non-convertible debenture to Banks and financial institutions. We have been able to service project-linked loans with escrow arrangements. It is further submitted that the things are slowly witnessing improvements and your Company is regularizing the payments and is also exploring various options of discharging the said liabilities. Your company is committed to better times ahead and is hopeful of an improved business prospects in coming years.

Branch Auditors

During the year, the Board has decided and accorded its consent for the closure of Dubai and Singapore Offices.

Pursuant to resolution approved by members in their 42nd Annual General Meeting, the Board shall appoint/ re-appoint, the Auditors for Libya Branch Office after consultation with the Statutory Auditors.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTIoN

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research anddevelopment and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

FIXED DEPOSITS

Your Company has Fixed Deposits to the tune of Rs. 6,030.67 million as on 31st March, 2014. 2335 deposits aggregating Rs.115.37 million were due for renewal/repayment on or before 31st March, 2014 against which no communication was received from the deposit holders.

PARTICULARS OF EMPLOYEES

Statement of particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 and rules framed thereunder forms part of this report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all shareholders of the Company, excluding the aforesaid information and the said particulars are made available at the Registered Office of the Company. The members interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOLEDGEMENTS

The Directors wish to place on record their deep sense of appreciation of the significant contribution made by each & every employee of the Company. The Directors are also thankful to depositors and all other stakeholders for their continued patronage.

For and on behalf of the Board of Directors

Ramesh Chandra Chairman

Place: Gurgaon Date: 28th May, 2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 42nd Annual Report of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Figures in Rs. million)

Particulars 2012-13 2011-12

1 Total Income 15,264.44 17,765.91

Less. Operating Expenses 9,500.67 10,307.72

2 Profit before Interest, Depreciation, Extraordinary Items and Tax 5,763.77 7,458.19

Less: i) Interest 3,043.86 2,799.35

ii) Depreciation 55.98 3,099.84 67.76 2,867.11

3 Profit before Extraordinary Items and Tax 2,663.93 4,591.08

Less: Extraordinary Item 345.00 -

4 Profit before Tax 2,318.93 4,591.08

Less: Provision for Tax

i) Current 980.33 1,350.45

ii) Earlier year Tax 85.19 (2.84)

iii) Deferred (266.35) 799.17 (23.64) 1,323.97

5 Profit after Tax 1,519.76 3,267.11

6 Balance Carried over to Balance Sheet 1,519.76 3,267.11



FINANCIAL HIGHLIGHTS AND OPERATIONS

The total income of your Company for the year under review is Rs. 15264.44 million. The Profit before tax stood at Rs.2,318.93 million and Profit after tax for the year under review stood at Rs.1,519.76 million. On consolidated basis, the total income of your Company and its subsidiaries stands at Rs. 26,293.00 million. The consolidated profit before tax (PBT) stood at Rs. 3,419.25 million. The consolidated profit after tax (PAT) stood at Rs.2,095.68 million. The earnings per share (EPS), on an equity share having face value of Rs.2/-, stands at Rs. 1.20 considering the total equity capital of Rs.5,232.60 million.

On consolidated basis, the real estate and related division contributed Rs. 18,928.65 million in the revenues of your Company for the year, whereas the contribution from the Property Management business was Rs. 1,278.39 million and from the Transmission Towers business was Rs.2,678.99 million. Hospitality and other segments contributed the balance revenues.

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

Some of the key highlights pertaining to the business of your Company, including its subsidiaries and joint venture companies, for the year 2012-13 and period subsequent thereto are given hereunder:

New Project Launches and Sales

During the year 2012-13, your Company launched new projects totalling an area of 3.98 million square feet across different cities in India. Of the total area launched in 2012-13, 0.44 million sqft was launched in Gurgaon, 2.17 million sqft in Noida and Greater Noida, 0.21 million sqft in Chennai, and 1.06 million sqft in other cities.

The Company received sales bookings for a total area of 5.47 million sqft during 2012-13 valued at Rs. 28,060 million. In terms of area sold, with a share of 50%, Noida and Greater Noida had the largest share of sales followed by Gurgaon with 14%, Chennai with 13%, and Kolkata with 10%. Other cities contributed the balance.

In terms of segment wise sales, 92% of the area sold was from the residential segment while 8% was from non-residential. However, the non-residential segment has a higher average realization of Rs.12,748 per sq feet compared to the residential segment''s average realization of Rs.4,440 per sq feet.

Commercial Leasing Business

A total of approximately 0.85 million sqft of space was leased out during 2012-13 in the IT/ITeS projects that are being developed by the Company in Gurgaon, Noida & Kolkata. With this the total leased area has increased to 6.88 million sqft.

Project Execution and Delivery

Your Company delivered over 3 million sqft of completed property during the year. The Company currently has nearly 100 ongoing projects covering a total of 38.34 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, your Company had to substantially upgrade its operations. In 2012- 13, a lot of effort has gone into further enhancing the Company''s internal execution capabilities.

More details about the business and operations of your Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2013.

SUBSIDIARIES

In view of the general exemption granted by the Ministry of Corporate Affairs, the annual accounts of subsidiary companies are not required to be attached to your Company''s Accounts.

The Board of Directors of your Company in their meeting held on 30th May, 2013 has given their consent, for not attaching the Annual Accounts of the Subsidiary Companies with that of the Company. Accordingly, annual financial statements of the Subsidiary Companies and other documents required to be attached under section 212(1) of the Companies Act, 1956 to the Balance Sheet of the Company are not attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned. Further, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company are prepared in accordance with the Accounting Standard (AS) 21 on ''Consolidated Financial Statements'' read with Accounting Standard (AS) 23 on ''Accounting for Investments in Associates'' and (AS) 27 on ''Financial Reporting of Interest in Joint Ventures'', notified under Section 211(3C) of the Companies Act, 1956 read with Accounting Standards Rules as applicable.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. Ravinder Singhania and Dr. P.K. Mohanty, Independent Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received Form DD-A from these Directors as required under the Companies (Disqualification of Directors under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003.

Further the approval of Shareholders pursuant to Section 269 of the Companies Act, 1956 read with Schedule XIII thereof, is sought for the re-appointment of Mr. Ramesh Chandra as an Executive Chairman; Mr. Ajay Chandra and Mr. Sanjay Chandra as Managing Directors of the Company on revised remuneration for a period of five years w.e.f from 1st January 2014.

The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report.

Appropriate resolutions seeking your approval to the aforesaid re-appointments are appearing in the Notice convening the 42nd Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

ii) the Directors had 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 your Company at the end of the financial year and of the profit of your Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given separately forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

The detailed Report on Corporate Governance and the certificate from M/s Sanjay Grover and Associates, Company Secretaries regarding compliance with the conditions of Corporate Governance forms part of this report.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible are recommended for re-appointment. A certificate from the auditors has been received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

A) The Auditors'' in their Report to the members, have given one qualified opinion and the response of your Directors with respect to it is as follows:-

The advances of Rs.9,248,788,996 (previous year Rs.16,074,305,962) were given in the normal course of business for the purchase of land, projects pending commencement, joint ventures and collaborators. The management is confident of recovering/ adjusting the balance advances in due course.

B) The Auditors'' in their report to the members, have stated two "Emphasis of matter" and the response of your Directors on them are as follows:-

Response to Point (i)

- The management does not consider any adjustment in respect of the balance of short term loans aggregating to Rs.3,674,531,405 and investments aggregating to Rs. 273,980,098 because the matters are sub-judice and the management is hopeful of recovery of the same.

Response to Point (ii)

- As already explained in the said "emphasis of matter" itself, the management is not currently in a position to ascertain how and in which group Company the obligation is likely to devolve and thus, the consequent impact, if any, on the financial statements, in future, of the Company or affiliate/associate, as the case may be, is currently not ascertainable. Further, in event of settlement not going through between the Company and Telenor Asia Pte. Ltd. as explained in Note 49 to the financial statements, the impact, if any, on the financial statements is also currently not ascertainable.

C) Further, the Board also gives the following explanations, on the comments of the Auditors'' in the Annexure to Auditors'' Report to the members:-

- Refer point (vi) of the Annexure to the Auditors'' Report to the members - The year gone by witnessed slow and much needed recovery for the real estate sector, where, on one hand the liquidity positions improved (more particularly due to ease in financing from Banks/FIs to real estate sector), on the other hand the inflation rate declined, thereby giving an impetus to the sector as a whole. Consequently, as compared to the previous years, the performance of your Company and its liquidity positions, during the year, improved. Therefore, from 31st December, 2012 onwards, there were no delays in repayment of matured and claimed deposits accepted by the Company; also the Company duly maintained the required mandatory investments under Rule 3A of the Companies (Acceptance of Deposit) Rules, 1975 in the last quarter of the financial year 2012-13.

- Refer point (xi) of the Annexure to the Auditors'' Report to the members -As already explained in the preceding paragraph, your Company is recovering from the tough times in the recent past and the liquidity positions are also slowly witnessing improvements. It is therefore, during the previous year, there still were delays in repayments of dues (including interest) to Banks and Financial Institutions. But your Company is committed for better times ahead and is hopeful of an improved business prospects in coming years.

Further, in respect to the delays in the repayment of dues to debenture holders, it is submitted that these debentures have already been restructured/ rescheduled during the year and the delays in repayments are attributable to the procedure part.

Branch Auditors

Pursuant to Section 228(3)(a) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of shareholders in the General Meeting, the accounts of a branch can be audited otherwise than by the Company''s auditors and the Board of Directors, in consultation with the Company''s auditors, can appoint such branch auditors.

Accordingly the approval of the shareholders is sought to authorize the Board of Directors of your Company to appoint, in consultation with the Statutory Auditors of the Company, any person other than the Statutory Auditors, the Auditors for any branch office of your Company, which is already opened or is to be opened.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. Your Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and expenditures of the Company during the year under review were Rs.207.34 million and Rs.175.68 million as compared to Rs.45.98 million and Rs.87.81 million in the previous year respectively.

FIXED DEPOSITS

Your Company has Fixed Deposits to the tune of Rs. 5,963.20 million as on 31st March, 2013. 2072 deposits aggregating Rs.100.08 million were due for renewal/repayment on or before 31st March, 2013 against which no communication was received from the deposit holders.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees forms a part of this report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Directors'' Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. This statement shall also be available for inspection at the registered office of the Company during the working hours prior to the date of the Annual General Meeting and will also be available for inspection at the meeting.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from its bankers, financial institutions, government as well as non-government agencies.

Your Directors also wish to place on record their deep sense of appreciation to the contribution made by employees, customers, clients, vendors and other business associates for their continued trust, cooperation and support. Your Directors are thankful to the shareholders and deposit holders for their continued patronage.

For and on behalf of the Board of Directors



Ramesh Chandra

Chairman

Place: Gurgaon

Date: 30th May, 2013


Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the 41st Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Figures in Rs. millions)

Particulars 2011-12 2010-11

1. Total Income 17,765.91 23,772.38

Less: Operating Expenses 10,307.72 12,969.66

2. Profit before Interest and Depreciation 7,458.19 10,802.72

Less:i) Interest 2,799.35 3,454.20

ii) Depreciation 67.76 2,867.11 66.79 3,520.99

3. Profit before Tax 4,591.08 7,281.73

Less: Provision for Tax

i) Current 1,350.45 2,200.00

ii) Earlier year Tax (2.84) -

iii) Deferred (23.64) 1,323.97 (19.08) 2,180.92

4. Profit after Tax 3,267.11 5,100.81 Add/(Less):

i) Balance of Profit as per last Balance Sheet 28,222.85 18,348.70

ii) Transfer from Debenture Redemption Reserve 700.00 5,160.00

iii) Proposed Dividend and Dividend Distribution

Tax written back 304.07 29,226.92 - 23,508.70

Balance available for appropriation 32,494.03 28,609.51

5. Appropriations

i) Proposed Dividend - 261.63

ii) Tax on Dividend - 42.44

iii) Transfer to General Reserve - 64.15

iv) Dividend paid for earlier years - 18.44

v) Balance carried over to Balance Sheet 32,494.03 28,222.85

32,494.03 28,609.51

FINANCIAL HIGHLIGHTS AND OPERATIONS

The total income of your Company for the year under review is Rs.1776 5.91 million. The profit before tax stood at Rs. 4591.08 million and profit after tax for the year under review stood at Rs. 3267.11 million. On consolidated basis, the total income of your Company and its subsidiaries stands at Rs. 26299.11 million. The consolidated profit before tax (PBT) stood at Rs. 4358.06 million. The consolidated profit after tax (PAT) stood at Rs. 2462.15 million. The earning per share (EPS), on an equity share having face value of Rs. 2/-, stands at Rs. 0.91 considering the total equity capital of Rs. 5232.60 million.

On consolidated basis, the real state and related division contributed Rs. 20193.88 million in the revenues of your Company for the year, whereas the contribution from the Property Management business was Rs. 1176.05 million and from the Transmission Towers business was Rs. 2008.38 million. Hospitality and other segments contributed the balance revenues.

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

Some of the key highlights pertaining to the business of your company, including its subsidiaries and joint venture companies, for the year 2011-12 and period subsequent thereto are given hereunder:

- New Project Launches and Sales

During the year 2011-12, your Company launched new projects totaling an area of 7.81 million square feet across different cities in India. Of the total area launched in 2011- 12, 2.23 million sqft was launched in Gurgaon, 1.58 million sqft in Noida and Greater Noida, 1.75 million sqft in Chennai, and 2.24 million sqft in other cities.

The Company received sales bookings for a total area of 7.19 million sqft during 2011-12 valued at Rs. 3808 crore. In terms of area sold, with a share of 32%, Gurgaon had the largest share of sales followed by Noida and Greater Noida with 24%, Chennai with 17%, and Kolkata with 9%. Other cities contributed the remaining18%.

In terms of segment wise sales, 88% of the area sold was from the residential segment while 12% was from non- residential. In value terms, share of non-residential segment was slightly higher at 24% due to higher average realization of Rs. 10828 per sqft as compared to an average realization of Rs. 4564 per sqft of residential segment.

- Commercial Leasing Business

A total of approximately 0.94 million square feet of space was leased out during 2011-12 in the IT/ITeS projects that are being developed by the Company in Gurgaon, Noida & Kolkata. With this the total leased area has increased to 6.03 million sqft.

- Project Execution and Delivery

Unitech delivered 3.4 million sqft of completed property during the year. The Company currently has nearly 100 ongoing projects covering a total of approx. 40 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, Unitech had to substantially upgrade its operations. In 2011-12, a lot of effort has gone into further enhancing the Company's internal execution capabilities.

- Scheme of Arrangement

The petition filed with the Hon'ble High Court of Delhi, New Delhi, for the approval of the scheme of arrangement under section 391- 394 of the Companies Act, 1956 for the amalgamation of two wholly owned subsidiaries of the Company i.e. Aditya Properties Private Limited and Unitech Holdings Limited with the Company and for the De-merger of infrastructure undertaking (post- merger) of Unitech Limited into its wholly owned subsidiary i.e. Unitech Infra Limited, was withdrawn by the Company.

- More details about the business and operations of your Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

No Dividend was recommended by your Directors for the year ended 31st March, 2012.

SUBSIDIARIES

There are 272 Subsidiary Companies as on 31st March, 2012. The financial details of the subsidiary companies as well as the extent of holding therein are provided in a separate section of this Annual Report.

The Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated 8th February, 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company.

Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 14th August, 2012 has given their consent, for not attaching the Annual Accounts of the Subsidiary Companies with that of the Holding Company. Accordingly, Balance Sheet, profit & Loss Account, Directors' Report and Auditors' Report of the Subsidiary Companies and other documents required to be attached under section 212(1) of the Companies Act, 1956 to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned. Further, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company are prepared in accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures and forms part of this Annual Report.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. Anil Harish and Ms. Minoti Bahri, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors, based on the information and representations received from the operating management, confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) the 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 your Company at the end of the financial year and of the profit of your Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2012 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given separately forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

Committed to good corporate governance practices, your company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all of its major stipulations. The requisite Certificate issued by M/s. Sanjay Grover and Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible are recommended for re-appointment. A certificate from the auditors has been received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

A) The Auditors, without qualifying the Auditors' Report, have drawn attention on few items and the responses of your Directors on them are as follows:

- Refer point 6(i) of the Auditors' report to the members – As stated in the observation itself, the matter is sub-judice and the impact, if any, is unascertainable at this stage therefore no adjustments have been considered necessary.

- Refer point 6(ii) of the Auditors' report to the members – The management states that the Company has an investment/ exposure to Unitech Wireless Companies amounting to Rs.9,020,510,728 and since the licenses are operative as of now; no adjustments have been considered necessary for the year ended 31st March, 2012.

Further with respect to claim filed by Telenor group against the Company for indentification of amount invested by them, the Company believes that these claims are not maintainable because the Hon'ble Supreme Court has ordered cancellation of 2G licences held by all 122 licensees by questioning the telecom policy of the Govt. of India.

B) The response of your Directors on the qualification of the Auditors is as follows:

- Refer point 7 of the Auditors' report to the members - The management is of the opinion that the advances for purchase of land and projects pending commencement, are considered good for recovery or are recoverable in due course.

C) Further, the Board also gives the following explanations on the comments of Auditors reported in the Annexure to Auditors Report:

- Refer point (vi) of the Annexure to the Auditors' Report to the members – The Real Estate sector, as a whole, is passing through testing times and your Company is also facing this heat. As a result, the mandatory investments as per Rule 3A fell short of the prescribed requirement during the year. However, the said requirements were duly maintained by your Company at the year end. There were also some delays in repayments of matured deposits but the same were repaid by your Company by the date of this report. There were certain cheques amounting to Rs.29,562,046 issued for repayment of the deposits matured before the balance sheet date, which were not presented for payment therefore the effect of it did not reflected in the bank account statement of the Company.

- Refer point (ix) (b) of the Annexure to the Auditors' Report to the members – There are few delays in the payment of service tax and income tax, However, these dues were subequently paid of by your Company.

- Refer point (xi) of the Annexure to the Auditors' Report to the members – Due to slow down in the real estate business and the resultant impact on the performance of your Company there were outstanding delays, as at the balance sheet date, in the re-payments of dues to the Banks and Financial Institutions. However, the management opines that with improved business scenario, your Company will be able to meet its obligation in time.

Further, in respect to the delays in the repayment of dues to debenture holders, it is submitted that the management has already initiated the process of rescheduling and restructuring and the delay is attributable to the processing of documentation of such rescheduling/restruc- turing exercise.

Branch Auditors

During the year, a casual vacancy occurred in the office of the Branch Auditors at Libya, due to the death of Mr. A. Zalmat.

Your Directors in their meeting held on 14th February, 2012 had filled up said vacancy and had appointed M/s N. Zalmat as the Branch Auditors for Libya Branch of your Company to hold office until the conclusion of the ensuing Annual General Meeting.

M/s N. Zalmat has been recommended by your Directors to be appointed as the Branch Auditors for Libya Branch of your Company for the financial year 2012-13.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is engaged in developing/ constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. Your Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and expenditure of the company during the year under review were Rs. 45.98 million and Rs. 87.81 million as compared to Rs. 51.57 million and Rs. 176.98 million in the previous year respectively.

FIXED DEPOSITS

Your Company has Fixed Deposits to the tune of Rs. 5816.99 million as on 31st March, 2012. 1544 deposits aggregating Rs. 97.26 million were due for renewal/ repayment on or before 31st March, 2012 against which no communication was received from the deposit holders.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees forms a part of this report. However, as per the provision 219(1)(b)(iv) of the Companies Act, 1956, the Directors' Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. This statement shall also be available for inspection at the registered office of the Company during the working hours upto the date of the Annual General Meeting.

ACKNOWLEDGEMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government as well as non- government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company and its subsidiaries during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders and deposit holders for their continued patronage.

For and on behalf of the Board of Directors

Ramesh Chandra Chairman

Place: Gurgaon

Date: 14th August, 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 40th Annual Report of your Company, together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Amount in Rs. million)

Particulars 2010-11 2009-10

1. Total Income 21,681.34 22,217.14

Less: Operating Expenses 11,046.08 11,549.77

2. Gross Profit before Interest and Depreciation 10,635.26 10,667.37

Less: i) Interest 3,286.74 3,453.54

ii) Depreciation 66.79 3,353.53 59.48 3,513.02

3. Profit before Tax 7,281.73 7,154.35

Less: Provision for Tax

i) Current 2,200.00 1,730.00

ii) Deferred (19.08) 2,180.92 (18.67) 1,711.33

4. Profit after Tax 5,100.81 5,443.02 Add/(Less):

i) Balance of Profit as per last Balance Sheet 18,348.70 15,367.74

ii) Foreign Project Reserve Written Back - 5.00

iii) Taxes Paid for earlier years (Net of Provision) - (188.29)

iv) Debenture Redemption Reserve written back 5,160.00 23,508.70 6,400.00 21,584.45

Balance available for appropriation 28,609.51 27,027.47

5. Appropriations

i) Proposed Dividend 261.63 487.76

ii) Tax on Dividend 42.44 81.01

iii) Transfer to Debenture Redemption Reserve - 8,110.00

iv) Transfer to General Reserve 64.15

v) Dividend paid for earlier years 18.44

vi) Balance carried over to Balance Sheet 28,222.85 18,348.70

28,609.51 27,027.47

FINANCIAL HIGHLIGHTS AND OPERATIONS

The total income of your Company for the year under review is Rs. 21,681.34 million. The real estate division contributed Rs. 16,931.48 million in the revenues of your company for the year, whereas the construction division put in Rs. 348.29 million. The revenues from consultancy segment for the year were Rs. 778.76 million.

On consolidated basis, the total income of your Company and its subsidiaries stands at Rs. 32,921.20 million. The consolidated profit before tax (PBT) stood at Rs. 8,515.60 million. The consolidated profit after tax (PAT) stood at Rs. 5,811.79 million. The earning per share (EPS), on an equity share having face value of Rs. 2/-, stands at Rs. 2.24 considering the total equity capital of Rs. 5,232.60 million.

KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS

Some of the key highlights pertaining to the business of your Company, including its subsidiaries and joint venture Companies, for the year 2010- 11 and period subsequent thereto are given hereunder:

- New Project Launches and Sales

During the year 2010-11, your Company launched new projects totaling an area of 10.4 million square feet across different cities in India. Of the total area launched in 2010-11, 3.9 million sqft was launched in Gurgaon, 2.2 million sqft in Noida and Greater Noida, 1.4 million sqft in Chennai, 1.3 million sqft in Kolkata and 1.6 million sqft in other cities.

The Company received sales bookings for a total area of 9.16 million sqft during 2010-11 valued at Rs. 43,236.52 million. With a share of 48%, Gurgaon had the largest share of sales, followed by Noida and Greater Noida with 20%, Chennai with 11%, Kolkata with 10% and other cities with 11%.

In terms of segment wise sales, 83% of the area sold was from the residential segment while 17% was from non-residential. In value terms, share of non-residential segment was slightly higher at 24% due to higher average realisation of Rs. 6,585 per sqft as compared to an average realisation of Rs. 4,341 per sqft of residential segment.

- Commercial Leasing Business

A total of approximately 2.5 million square feet of space was leased out during 2010-11 in the IT/ITeS projects that are being developed by the Company in Gurgaon, Noida & Kolkata with this the total leased area increased to 4.9 million sqft.

- Project Execution and Delivery

Unitech delivered 4.25 million sqft of completed property during the year. Company currently has about 80 ongoing projects covering a total of approx. 40 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, Unitech had to substantially upgrade its operations. In 2010-11, a lot of effort has gone into further enhancing the Company's internal execution capabilities.

- Enhancing Execution Capabilities/ Capacity Building

Capacity building has been a key focus area for the Company during the year. On the one hand, various measures being undertaken to enhance internal capabilities focus on reducing construction time as well as cost. On the other hand, there is also a concerted effort at increasing controls and supervision to deal more efficiently with project related issues across geographies. Some of the initiatives taken are product standardisation, process changes, inhouse architectural and engineering design, expansion of contractor base and higher mechanization.

- Scheme of Arrangement

The scheme of arrangement under section 391-394 of the Companies Act, 1956 for the amalgamation of two wholly owned subsidiaries of the Company i.e. Aditya Properties Private Limited and Unitech Holdings Limited with the Company and for the De-merger of infrastructure undertaking (post- merger) of Unitech Limited into its wholly owned subsidiary i.e. Unitech Infra Limited, duly approved by shareholders and creditors in their meetings, was filed with Hon'ble High Court of Delhi and is pending for its approval.

More details about the business and operations of your Company are provided in the Report on Management Discussion and Analysis forming part of this Report.

DIVIDEND

Keeping in view the current economic scenario and the future funds requirements of the Company, your Directors have recommended a dividend @ Re. 0.10 per share on an equity share of Rs. 2/- each fully paid- up (i.e. 5%) for the year ended 31st March, 2011, as against a last year dividend of 10% (Re. 0.20 per share). The dividend, if approved, will be paid:

(i) to those members, holding shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on 29th August 2011, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before 12th August 2011 and

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company as at the close of business hours on 12th August 2011.

SUBSIDIARIES

There are 293 Subsidiary Companies as on 31st March, 2011. The financial details of the subsidiary companies as well as the extent of holdings therein are provided in a separate section of this Annual Report.

The Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated 8th February 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company.

Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 29th May 2011 has given their consent, for not attaching the Annual Accounts of the Subsidiary Companies with that of the Holding Company. Accordingly, Balance Sheet, Profit & Loss Account, Directors' Report and Auditors' Report of the Subsidiary Companies and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned. Further, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investements in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements forms part of this Annual Report.

CHANGES IN CAPITAL STRUCTURE

Authorised Share Capital

The authorised share capital of your Company is Rs. 10,000 million divided into 4,000,000,000 equity shares (4,000 million) of Rs.2/- each and 200,000,000 preference shares (200 million) of Rs. 10/- each.

Issued and Paid-up Share Capital

The Company had, pursuant to the special resolution passed in the EGM held on 16th June, 2009, allotted 227,500,000 warrants, convertible into equal number of equity shares of Rs. 2/- each at a premium of Rs. 48.75 per share to Harsil Projects Private Limited, a promoter group Company on 29th June 2009.

As on 1st April, 2010, 177,500,000 such warrants were outstanding and the same got converted in four tranches during the year 2010-11 into equal number of equity shares of the Company of face value of Rs. 2/- each at a price of Rs. 50.75 per equity shares (including a premium of Rs. 48.75 per equity shares), as per details below :

Date of No. of warrants converted conversion into equal number of of warrants equity shares

02.06.2010 59,056,781

18.06.2010 20,000,000

22.12.2010 39,408,867

27.12.2010 59,034,352

Accordingly after the above said allotments, the issued and paid-up share capital of your Company stood at Rs. 5,232,602,094/- comprising of 2616301047 equity shares of Rs. 2/- each as at 31st March 2011.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. G.R. Ambwani and Mr. Sanjay Bahadur are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors, based on the information and representations received from the operating management, confirm that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) the 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 your Company at the end of the financial year and of the profit of your Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2011 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given seperately forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

Committed to good corporate governance practices, your company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all of its major stipulations. The requisite Certificate issued by M/s Sanjay Grover and Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

SOCIAL RESPONSIBILITY

The Company conducts its business in a way that creates social, environmental and economic benefits to the communities in which it operates and the Company has always been earnest for contributing towards the betterment of society through various welfare initiatives viz. providing education, skill development and healthcare for the underprivileged section of the society. Some of such CSR initiatives are highlighted hereunder:

- Safety Measure at the Construction Site - The Company ensures stringent safety regulations, conducive work environment, clean drinking water, crèche facilities for more than 22,000 workers at the various construction sites across India.

- Education - Unitech's schools of learning called "Shikshantar" with excellent academic faculty at the helm, provide holistic education to children from all backgrounds.

- Rainwater Harvesting - All townships and projects developed by the Company have rainwater harvesting facilities. Unitech is committed to best practices that help maintain the water table and encourage recycling.

- Social Forestry - To affirm its concern for environmental sustainability, Company's brand is associated with 'green' and the Company ensures plantation on a continuous basis in and around all our locations.

AUDITORS AND AUDITORS' REPORT

The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible are recommended for re-appointment. A certificate from the auditors has been received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

M/s A. Zalmet, Certified and Legal Public Accountant, Libya who had been appointed as Branch Auditors for Libya Branch of your Company will also retire at the ensuing Annual General Meeting and being eligible is recommended for re-appointment.

The Auditors, without qualifying the Auditors' Report, have drawn attention on few items and the Board's responses on them are as follows:

- Refer point 4(vi) (a) of the Auditors' report - Due to ongoing civil war and internal conflicts in Libya, the Company had to abandon its branch operations during the financial year 2010-2011. The Company's contractors situated in Europe have already commenced the procedures under international law for "Force Majeure" for compensation/ estimation of amounts due by the Libyan Government, these would materialize in due course of time and the management does not envisage any loss at this stage.

- Refer point 4(vi) (b) & (c) of the Auditors' report - The management is of the opinion that advances against projects pending commencement and advances recoverable, are in the normal course of business and even though unsecured and unconfirmed are considered good.

- Refer point (xi) of the Annexure to the Auditors' Report - During the year under review, there had been some delays in re-payments of dues to the Banks and Financial Institutions due to slow down in the real estate business. However, the management opines that with improved business scenario, the company will be able to meet its obligation in time.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

Foreign Exchange Earnings and Outgo

Activities relating to exports, initiatives to increase exports, Development of new export markets for products and services and Export plans:

The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. 51.57 million and Rs. 176.98 million as compared to Rs. 253.43 million and Rs. 63.964 million in the previous year respectively.

FIXED DEPOSITS

Your Company has Fixed Deposits to the tune of Rs. 9,333.282 million as on 31st March, 2011. 1427 deposits aggregating Rs. 84.279 million were due for renewal/repayment on or before 31st March, 2011 against which no communication was received from the deposit holders.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees forms a part of this Report. However, as per the provision 219(1) (b)(iv) of the Companies Act, 1956, the Directors' Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. This statement shall also be available for inspection at the registered office of the Company during the working hours upto the date of the Annual General Meeting.

ACKNOWLEDGEMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company and its subsidiaries during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders and deposit holders for their continued patronage.

For and on behalf of the Board of Directors

Ramesh Chandra

Chairman

Place: New Delhi

Date: 29th May 2011

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