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Directors Report of Unitech Ltd.

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