Mar 31, 2023
BOARD''S REPORT
Dear Members,
Your Directors hereby present the 52nd Annual Report
and Audited Financial Statements of the Company for the
financial year ended 31st March, 2023.
The Financial Performance of the Company for the financial
year ended 31st March, 2023 is summarized herein below:
(Amount in Rs. Crore) |
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Particulars |
2022-23 |
2021-22 |
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Revenue from |
132.14 |
132.14 |
61.14 |
61.14 |
Less: Expenses |
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Construction & Real Estate Project |
48.88 |
48.89 |
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Cost of Land Sold |
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Changes in Inventories |
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Employee Benefits |
16.41 |
17.08 |
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Finance Costs |
2452.04 |
928.47 |
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Depreciation and |
2.51 |
2.52 |
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Other Expenses |
21.51 |
11.32 |
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Total Expenses |
2541.35 |
1,008.28 |
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Profit/ (Loss) before Tax |
(2409.21) |
(947.14) |
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Less: Exceptional Items |
- |
- |
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Profit/ (Loss) before |
(2409.21) |
(947.14) |
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Profit/ (Loss) from |
(2409.21) |
(947.14) |
There were no material changes or commitments affecting
the financial position of the Company having occurred
between the end of the financial year to which the Financial
Statements relate and the date of report, other than the ones
already provided or stated in the Financial Statements.
The total income of the Company for the year under review
is Rs. 132.14 crore. The loss before tax stood at Rs. 2409.21
crore and loss after tax also stood at Rs. 2409.21 crore. On
consolidated basis, the total income stands at Rs. 491.96
crore. The consolidated loss before tax stood at Rs. 3113.76
crore and loss after tax stood at Rs. 3103.29 crore.
On consolidated basis, the Real Estate and related division
contributed Rs. 158.28 crore in the coffers of the Company,
whereas the contribution from the Property Management
business was Rs. 136.90 crore, and Rs. 167.18 crore from
the Power Transmission business. Hospitality and other
segments contributed Rs. 29.59 crore towards the gross
revenue.
Business and Operations
During the year under review, there was no change in the
business of your Company.
Operating Environment
The operating environment this year continued to remain
challenging. Geopolitical conflict in Europe coupled with
the global supply chain disruptions led to an unprecedented
inflation in food, energy and commodity prices. Aggressive
monetary tightening measures from Central Banks world¬
wide led to further pressure on emerging economies. The
widespread inflation posed major challenges specifically
with prices of several commodities inflating to their decadal
highs. There was, however, a normalization in economic ac¬
tivities after a couple of years of Covid induced disruptions.
Management Discussion and Analysis Report
The Management Discussion and Analysis (MDA) report
for the year under review, as stipulated in regulation 34 and
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
''Listing Regulations''), has been enclosed separately, which
may be read as an integral part of the Board Report.
Report on Corporate Governance
The Report on Corporate Governance, along with
compliance certificate from CS Kiran Amarpuri, Practicing
Company Secretary (CP No. 7348), confirming compliance
of the conditions of Corporate Governance as stipulated in
Schedule V of the Listing Regulations, has been enclosed
separately, which may be read as an integral part of the
Board Report.
Consolidated Financial Statement
The Audited Consolidated Financial Statements of the
Company, its subsidiaries, associates and joint ventures
provided in the Annual Report have been prepared in
accordance with the provisions of the Companies Act, 2013,
read with Ind. AS 110- "Consolidated Financial Statements"
and Ind. AS 28- "Investments in Associates and Joint
Ventures" and Ind. AS 31 -"Interests in Joint Ventures".
Pursuant to provisions of section 129 (3) of the Companies
Act, 2013, a statement containing salient features of Financial
Statements of subsidiaries, joint ventures and associates
(Form AOC-1) of Unitech Limited is attached to the Financial
Statements. The said Statement portrays the performance
and financial position of each of Company''s subsidiaries,
joint ventures and associates. The policy for determining
material subsidiaries, as approved, may be accessed at the
Company''s website http://www.unitechgroup.com/investor-
relations/policy-determining-material-subsidiaries.asp.
The names of Companies which have become or ceased
to be subsidiaries, joint ventures or associate companies
during the year
There has been no change in the subsidiaries, joint ventures
or associate companies during the year under review.
As required under section 92 of the Companies Act, 2013,
the Annual Return for the financial year ended March 31,
2023 is available on the website of the Company and can
be accessed at http://www.unitechgroup.com/investor-
relations/regulation-46-annual-return.asp for reference and
perusal.
Members are aware that faced with numerous litigations
by a large number of homebuyers and other stakeholders,
the Hon''ble Supreme Court directed the Union of India vide
its Order dated 18.12.2019 to propose the appointment of
an independent Board of Directors for Unitech Limited. In
compliance thereto, the Central Government proposed
the constitution of a new Board of Directors, which was
approved by the Hon''ble Supreme Court vide its Order dated
20.01.2020 passed in Bhupinder Singh Vs. Unitech Limited
in Civil Appeal No. 10856/2016. Following from the above,
the Hon''ble Supreme Court was pleased to simultaneously
direct the supersession of the erstwhile Management with
the appointment of a new Board of Directors.
During the year under review, there have been changes in
the composition of the Board of Directors of the Company.
Mr. Balasubramanyam Sriram, Mr. Niranjan L. Hiranandani
and Mr. Anoop Kumar Mittal resigned from the office of
Directors with effect from 13.06.2022, 10.08.2022 and
12.08.2022 respectively. Ms. Uma Shankar was appointed
as Director on the Board of the Company with effect from
19.10.2022. The composition of the Board of Directors as on
31.03.2023 was as follows:
Sr. No. |
Name(s) |
Designation |
Date of |
1 |
Sh. Yudhvir Singh |
Chairman & Managing Director |
21.01.2020 |
2 |
Dr. Girish Kumar |
Director |
22.01.2020 |
3 |
Sh. Jitu Virwani |
Director |
22.01.2020 |
4 |
Sh. Prabhakar Singh |
Director |
03.02.2020 |
5 |
Ms. Uma Shankar |
Director |
19.10.2022 |
Further, after the close of the financial year till the signing of
this report, no changes have taken place in the composition
of the Board of the Company.
In compliance of the provisions of section 2(51) and 203
of the Companies Act, 2013, the following Directors and
Officials of the Company were designated as the Key
Managerial Personnel (KMP) of the Company during the year
under review:
Sr. No. |
Name(s) |
Designation |
1 |
Sh. Yudhvir Singh Malik |
Chairman and |
2 |
Sh. Ashok Kumar Yadav |
Chief Executive Officer |
3 |
Sh. Kailash Chand |
Company Secretary up |
4 |
Ms. Anuradha Mishra |
Company Secretary |
Thirteen (13) meetings of the Board of Directors were held
during the year under review. Details of the meetings are
provided in the Corporate Governance Report, which may
be read as an integral part of the Board Report.
Annual Evaluation of Directors, Committees and Board
All the Directors have been appointed by the Central
Government as its Nominee Directors. The annual evaluation
of performance of Directors, Committees and Board has,
therefore, not been undertaken.
Opinion of the Board with regard to integrity, expertise and
experience of the Independent Directors appointed during
the year
Ms. Uma Shankar was appointed as a Director by the
Ministry of Corporate Affairs vide its Order dated 19.10.2022,
in pursuance to the Order of the Hon''ble Supreme Court dat¬
ed 13.10.2022. Since all the Directors on the Board of the
Company have been appointed by the Central Government
with the prior approval of the Hon''ble Supreme Court, the
said opinion is not required to be provided. All the Directors,
including, Ms. Uma Shankar, who was appointed during the
FY 2022-23, are well known professionals from diverse fields
and have no personal/ pecuniary interest in the Company.
The Directors of the Company have been appointed by
Central Government (Ministry of Corporate Affairs), in
compliance with the Order of the Hon''ble Supreme Court
dated 20.01.2020 and all the Directors are Nominee Directors.
The Directors of the Company have been appointed by
the Central Government with the prior approval of Hon''ble
Supreme Court. No remuneration is being paid to the
Directors of the Company, except sitting fee for attending the
Board/ Committee meetings. The remuneration of Chairman
& Managing Director of the Company, as being paid, has
been determined by the Central Government in the Ministry
of Corporate Affairs. Hence, there is no formal policy in place
in respect of appointment and remuneration of Directors.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy containing criteria
for determining qualifications, positive attributes, and
independence of Directors, policy relating to remuneration
to Directors, Key Managerial Personnel and Senior
Management Personnel of the Company has been disclosed
in the Corporate Governance Report, which may be read as
an integral part of the Board Report.
Subject to the Audit qualifications raised by the Statutory
Auditors, findings of the investigations by different
Investigating Agencies and decisions by different Courts
of competent jurisdiction, the Directors confirm in terms of
section 134(5) of the Companies Act, 2013, that:
(i) While preparing the Annual Accounts for the year
ended 31st March, 2023, the applicable accounting
standards have been followed along with proper
explanations relating to material departures;
(ii) The Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as on 31 st March, 2023 and of the loss of the
Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on an
on-going concern basis;
(v) The Directors under the new Management will lay
down sound internal financial controls to be followed
by the Company and that such internal financial
controls would be adequately commensurate with the
size of its operation and business; and
(vi) The Directors under the new Management will
endeavour to devise proper system to ensure
compliance with the provisions of all applicable
laws and that such systems would be adequate and
operationally effective.
Details in respect of frauds reported by Auditors under sec¬
tion 143 (12) of the Companies Act, 2013, other than those
which are reportable to the Central Government
To the best of our knowledge and belief and subject to
the (i) outcome of the ongoing investigations by various
Investigating Agencies pertaining to transactions transacted
during the period of erstwhile Management or even
otherwise, having cascading impact, (ii) outcome of the
cases pending in Courts of competent jurisdiction, and (iii)
Audit qualifications, no frauds were reported by the Auditors
under section 143(12) of the Companies Act 2013, for the
year under review.
The Members of the Company appointed M/s GSA &
Associates, LLP, Chartered Accountants (FRN 000257 N/
N500339), as Statutory Auditors of the Company in the 50th
Annual General Meeting, for a period of five years till the
conclusion of 55th Annual General Meeting.
Auditors'' Report - Qualified Observations |
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Management''s Response to Independent Auditor''s Report of the Statutory Auditors on the Audited Standalone |
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Sr. No. |
Auditor''s Observations |
Management''s Response |
1 |
(i) Unitech Limited ("the Company") held its annual (ii) Further, the Company also delayed in filing of (iii) We had given a disclaimer of opinion on the |
(i) The Annual General Meeting (AGM) for the year (ii) The Company has scheduled its Annual General (iii) The Management had taken up the issue of seeking 29.07.2020 and 27.08.2020 and had also sought 16.07.2021 in the Supreme Court seeking requisite |
Sr. No. |
Auditor''s Observations |
Management''s Response |
2. |
(i) We have made references to the Resolution (ii) As the RF has not yet been approved by the Hon''ble (iii) We had given a disclaimer of opinion on the |
The points mentioned herein are informatory in nature |
3. |
Material uncertainty related to aoina concern (i) Management has represented that the Standalone (ii) These conditions indicate the existence of material (iii) We had given a disclaimer of opinion on the |
The Management has already stated its position in |
Sr. No. |
Auditor''s Observations |
Management''s Response |
4. |
(i) The Company had received a ''cancellation of (ii) GNIDA has, in the meanwhile, in terms of the Order (iii) GNIDA has adjusted Rs. 9,200.00 Lakhs of Unitech (iv) The matter in respect of the land is still pending (a) Other construction costs amounting to Rs. |
(i) The matter is still pending in the Hon''ble High Court (ii) As regards the amount of Rs. 7,436.35 lakhs (Rs. (iii) Further, the Management is also in the process |
Sr. No. |
Auditor''s Observations |
Management''s Response |
(b) Deferred liability on account of interest payable (v) The impact on the accounts viz. inventory, projects We had given a disclaimer of opinion on the standalone |
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5. |
(i) Confirmations/ reconciliations are pending in respect (ii) Further, for the payments made from its registry, (iii) In view of the reconciliation exercise still in process (iv) We had given a disclaimer of opinion on the |
(i) The observation is a statement of fact and needs no (ii) The Company received a detailed statement of (iii) Further, during reconciliation, variations amounting (iv) As regards the TDS on the payments made |
Sr. No. |
Auditor''s Observations |
Management''s Response |
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6. |
According to information given and explanation provided We had given a disclaimer of opinion on the standalone |
The Company has maintained the Fixed Assets |
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7. |
Non-current investment and loans Company has made investments and given loans to its |
(i) Unitech Limited has 186 Indian Subsidiary (ii) For 149 Indian Subsidiary Companies, Statutory (iii) As regards 32 foreign subsidiaries along with Libya |
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Amounts in Rs. Lakhs |
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Particulars |
Amount invested |
Impairment |
Carrying amount |
||
Equity investment - |
75,342.84 |
30,745.68 |
44,597.16 |
||
Equity investment - |
66,376.77 |
66,376.77 |
_ |
||
Equity investment - |
54,041.94 |
- |
54,041.94 |
||
Equity investment - |
299.25 |
- |
299.25 |
||
Equity investment - |
31,040.70 |
- |
31,040.70 |
||
Debenture investment |
1,512.18 |
- |
1,512.18 |
||
Investment - CIG |
25,453.18 |
- |
25,453.18 |
||
Corporate guarantees |
8.7 |
- |
8.7 |
||
Loans given to |
372,702.40 |
1,589.05 |
371,113.36 |
||
Advances given to |
61,965.54 |
- |
61,965.54 |
||
Sr. No. |
Auditor''s Observations |
Management''s Response |
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Amounts in Rs. Lakhs |
(iv) The matter regarding investment in Carnoustie and (v) However, keeping in view the investigations being |
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Loans to Joint |
8,381.00 |
8,381.00 |
|||
Advances to Joint |
20.33 |
20.33 |
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Share Application |
46.5 |
- |
46.5 |
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Considering the fact that the accounts of the above- Further: - (i) Equity investment - others include investment made |
Sr. No. |
Auditor''s Observations |
Management''s Response |
(ii) Investment - CIG - The Company made investment of In view of non-existence of any impairment study, We had given a disclaimer of opinion on the standalone |
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8. |
Impairment Assessment of Bank and Comorate |
(i) There are a number of secured, unsecured and (ii) The issues pertaining to secured, unsecured |
Guarantees Standalone Financial Statements, wherein it is stated that |
Sr. No. |
Auditor''s Observations |
Management''s Response |
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or Corporate Guarantees till these related issues |
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9. |
Trade receivables and other financial assets The Company has trade receivables and other financial |
The new Management is in the process of developing an |
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Rs. in Lakhs |
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Particulars |
Amount |
Provision |
Carrying amount |
||
Trade Receivables |
78,751.93 |
31,521.87 |
47,230.06 |
||
Security Deposits |
52,818.32 |
934.04 |
51,884.28 |
||
Non-Current Loans |
100.00 |
- |
100.00 |
||
Current Loans and |
6,617.34 |
520.00 |
6,097.34 |
||
Advances for |
31,079.48 |
31,079.48 |
- |
||
Staff Imprest & |
47.09 |
- |
47.09 |
||
Advances to others |
13.08 |
- |
13.08 |
||
The Company has not assessed loss allowance for In view of non-existence of any expected credit loss We had given a disclaimer of opinion on the standalone |
Sr. No. |
Auditor''s Observations |
Management''s Response |
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10. |
Inventory and project in progress |
(i) |
Five Project Management Consultants (PMCs) |
|
(i) |
Standalone Financial Statement of the Company |
have been engaged, with the approval of the |
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Indian Accounting Standard 2 "inventories". |
(ii) |
About 130 to 140 Tenders would need to be floated |
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(ii) |
Further, management is in the process of verification |
to complete the balance works, out of which 35 |
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(iii) |
As per the explanation provided by the management, |
whereas both the bids received in case of one |
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pursuant to the approval of Hon''ble Supreme Court of |
tender failed to meet the eligibility criteria and both |
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India, Project Management Consultants (PMCs) have |
the bids received in respect of another tender were |
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been appointed for the projects for estimation of work |
abnormally high, resulting in the rejection of bids |
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done till date, cost to be incurred further to complete |
for these 02 tenders. Thus, bids were required to |
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the projects and to provide applicable completion |
be called afresh in respect of these 20 (18 1 1) |
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timelines. These PMCs have also conducted actual |
tenders. |
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physical assessment of the projects and submitted |
(iii) |
In continuation thereto, 2nd Lot of 31 Tenders was |
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(iv) |
Further, the Company has during the year capitalized |
Unitech''s e-Tendering web-portal. Accordingly, |
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expenses to the tune of Rs. 11,249.80 Lakhs as |
these tenders were uploaded on the Unitech''s web- |
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construction expenses (including interest expense |
portal on 08/09.05.2023. |
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of Rs. 6,154.51 Lakhs). The same is in contravention |
(iv) |
The extended last date for submission of bids |
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Sr. No. |
Auditor''s Observations |
Management''s Response |
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Also further, the Company, in its financial statements has In view of the absence of any NRV assessment by the We had given a disclaimer of opinion on the standalone |
(v) Projects in Progress (PIP) on which revenue is |
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11. |
External Confirmation The Company has not initiated the process of external |
(i) It is stated that as per Standards on Auditing (ii) As far as the liability of the Company towards the |
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Amounts in Rs. in Lakhs |
|||||
Particulars |
Amount |
Provision |
Carrying amount |
||
Trade Receivable |
78,751.93 |
31,521.87 |
47,230.06 |
||
Trade Payable |
82,070.64 |
386.34 |
81,684.30 |
||
Advances received |
10,97,542.77 |
- |
10,97,542.77 |
||
Advances to Suppliers |
7,235.30 |
- |
7,235.30 |
||
Security Deposits |
52,818.32 |
934.04 |
51,884.28 |
||
Loans and advances |
4,38,577.05 |
1,589.05 |
4,36,988.00 |
||
Loans to Joint Venture |
8,381.00 |
- |
8,381.00 |
||
Other Loans and |
6,717.34 |
520.00 |
6,197.34 |
||
Advances for |
61,287.37 |
30,000.00 |
31,287.37 |
||
Loans from Joint Venture and |
80,368.23 |
80,368.23 |
|||
Security and other |
42,995.92 |
- |
42,995.92 |
||
Staff Imprest |
47.09 |
- |
47.09 |
||
Inter Corporate |
13,853.66 |
- |
13,853.66 |
||
Other Assets |
6,349.22 |
- |
6,349.22 |
Particulars of Loans and Guarantees given or Investments
made under section 186 of the Companies Act, 2013, are
given in the respective Notes to Standalone Financial
Statements.
With reference to section 134(3)(h) of the Companies Act,
2013, all Related Party Transactions (RPTs) under section 188
of the Companies Act, 2013 and regulation 23 of the Listing
Regulations were placed before the Audit Committee and
the Board. All contracts/ arrangements/ transactions made
by the Company during the relevant year with the Related
Parties were in the ordinary course of business and on an
arm''s length basis.
As detailed in Note No. 46 of Standalone Financials
Statement, the Company has not entered into any transaction
with related parties during the year under report, which
could be considered material in accordance with the policy
of the Company on materiality of Related Party Transactions.
In view of the same, giving particulars of contracts or
arrangements with the Related Parties in Form AOC-2 is not
required for the year under review. The Company has framed
a policy on dealing with Related Party Transactions and the
same is available at Company''s website www.unitechgroup.
com. Your Directors draw your attention to Note No. 46
to the Standalone Financial Statement, which sets out the
related party disclosures.
1. The Directors of your company had engaged M/s
Anarock Consultants Private Limited to carry out the
market valuation of unsold inventories of Unitech
Group on a representative basis in its various
residential projects as on 31.03.2021, with a stipulation
that it would revalidate the market value of unsold
inventories as of 01.10.2023 also. In compliance of the
same, M/s Anarock has revalidated the market value of
the unsold inventories as of 01.10.2023 and submitted
its final report to the Management.
2. During the year under review, the Management issued
a public notice dated 31.08.2022 regarding meetings
with the homebuyers of Unitech''s Noida Projects. The
said meetings were convened to share the thought
process of the new Management about the future
roadmap planned for Noida Projects and to seek the
consent of homebuyers on the Proposed Revised
Layout Plans, subject to approval of the Competent
Authority, to improvise the planning of Projects
with suitable modifications in compliance of (i) Uttar
Pradesh Apartment (Promotion of Construction,
Ownership and Maintenance) Act, 2010, and (ii) UP
Real Estate Regulation Act, 2016. Meeting for the
Unitech Golf and Country Club, Sector 96-97-98, Noida,
was held on 04.09.2022, followed by Unihomes-3 in
Sector-113 Noida and Unihomes in Sector-117, Noida,
on 06.09.2022 and 08.09.2022, respectively. It may be
noted that the number of consents received from the
homebuyers fulfilled the requisite 2/3rd requirement as
per law. Pursuant thereto, the Revised Layout Plans and
Building Plans have been submitted to Noida Authority
along with the Consent Forms. Approval of the Noida
Authority is still awaited.
3. During the year under review, the Management of your
Company has submitted 25 applications for renewal
of licenses to the Department of Town and Country
Planning, Haryana on 08.07.2022 and deposited the
current renewal fees also with respect to the same.
The Town & Country Planning Department has already
granted renewal of 24 out of 25 Licenses vide its orders
dated 07.09.2022. Further, applications have also been
submitted for Grant of Occupation Certificates (OCs) in
respect of six projects of Unitech in Gurugram, out of
which four have duly been granted by the competent
authority. Further, applications for release of revised
Building Plans were submitted for three projects,
which have been sanctioned. Out of the Zoning Plans
submitted for three projects, the same have been
approved for two projects.
4. During the year under review, on the directions of the
Hon''ble Supreme Court vide its order dated 17.08.2022,
the Revised Payment Plan along with details regarding
the tentative timelines for completion of the residential
projects was uploaded on the website of the Company
on 19.08.2022. The Homebuyers were requested to
give their comments/ suggestions on the Revised
Payment Plan to a dedicated e-mail id. Accordingly, 503
e-mails were received on the subject. The suggestions/
observations of 503 homebuyers were compiled along
with the management''s response thereto and filed
before the Hon''ble Supreme Court. As on the date of
this report, the said issue is yet to be adjudicated by the
Hon''ble Supreme Court.
5. During the year under review, the matter of sale of
Unitech Power Transmission Limited (UPTL) has also
been under consideration. The Board of Directors
accorded their approval to engage M/s. Ernst & Young
(EY) as Transaction Advisers for the divestment of
UPTL in the Meeting of the BoD held on 14.02.2023 at a
success fee of 1.75% of the Enterprise Value, capping
of OPE at Rs. 5 lakhs and with an exclusivity period
of 09 months. The matter of divestment of UPTL was
put up on the website of Unitech Limited on 06.04.2023
inviting Expressions of Interest (EOI) from interested
parties till 19.04.2023. In addition, M/s E&Y had also
sent communications to 37 prospective investors. A
total of 10 parties submitted their EOIs by the due date.
Following from the above, Non-disclosure Agreements
(NDAs) were signed with these 10 parties. Another
Notice was uploaded on the Unitech''s Website and
on the e-Tendering portal on 26.04.2023 inviting non¬
binding offers from these 10 parties up to 01.05.2023.
In response thereto, non-binding offers were received
within the fixed timelines only from 04 parties, namely,
(a) M/s Jakson Limited (Rs. 65 Crore), (b) M/s JSC
OGCC Kazstroyservice (Rs. 25 Crore), (c) M/s Shilpa
Steel and Power Limited (Rs. 20 Crore), and (d) M/s
Shree Metals (Mujbi) Private Limited (Rs. 10 Crore). The
non-binding term-sheets were opened on 02.05.2023.
Since the value offered by M/s Jakson Limited was
found to be the highest among all the bidders, it was
allowed to conduct Due Diligence as per the process
note prepared by E&Y in consultation with UPTL to
facilitate the highest bidder to submit its Binding Offer
on or before 17.06.2023. Eventually, the Binding Term
Sheet for an amount of Rs. 65 Crore was received on
17.06.2023, along with a BG of Rs. 1.00 Crore. The
highest bidder had subsequently agreed to improve
its offer to Rs. 67.00 Crore. The Board has already
approved the proposal by Circulation.
6. The Hon''ble Supreme Court, vide its order dated
18.05.2022, appointed Justice (Retd.) A. M. Sapre to be
associated with every stage of tendering process and
that the same be carried out under his supervision. Based
on the ground-work done by PMCs, it was estimated that
about 130 Tenders would be required to be floated for
completion of all the 74 residential and 12 commercial
projects. Since, it was practically not possible to float
all the 130 tenders in one go, the Management decided
to float these 130 odd tenders in four to five Lots with
each Lot comprising about 30-35 tenders. Accordingly,
after the approval of the Board of Directors (BoD) and
Justice (Retd.) A. M. Sapre in the month of November/
December 2022, a total of 35 Tenders (as Lot-1) were
floated on 02.01.2023 on Unitech''s e-tendering web
portal etenders.unitechgroup.com. After the last
date of submission of tenders, it was discovered that
no bids were received against 18 tenders (out of 35)
whereas both the bids received in case of one tender
failed to meet the eligibility criteria and both the bids
received in respect of another tender were abnormally
high, resulting in the rejection of bids for these 02
tenders. Thus, bids were required to be called afresh
in respect of these 20 tenders (18 1 1). Balance 15
tenders, which were found to be technically eligible
and financially acceptable, were recommended for
Award of Contracts by the PMCs and EIL, which in
turn was duly approved by the BoD in April, 2023 and
submitted to Justice (Retd.) A.M. Sapre for his approval
and onward recommendation to the Hon''ble Supreme
Court seeking its permission for Award of Contracts to
the successful bidders qua these 15 tenders. Justice
(Retd.) A. M. Sapre scrutinized the same and submitted
his recommendations to the Hon''ble Supreme Court.
Approval of the Hon''ble Supreme Court for Award of
Contracts in respect of these 15 Tenders is awaited.
The Letters of Intent (LoIs) would be issued to the
Contractors after approval of the Hon''ble Supreme
Court is received and works would commence at the
respective projects thereafter.
7. In continuation of the Tendering process, 2nd Lot of 31
Tenders were prepared by the PMCs and duly reviewed
by the EIL. Thus, a total of 51 Tenders (20 re-tenders
of Lot-1 and 31 tenders of Lot-2), duly approved by
BoD and Justice (Retd.) A. M. Sapre, were uploaded
on Unitech''s e-tendering web portal on 08.05.2023 and
09.05.2023. Accordingly, these tenders were uploaded/
floated on the portal. A total of 103 bids were received
against 42 Tenders as no bids were received against 09
Tenders. Finally, after technical and financial evaluation
and negotiations held with 15 bidders, bids received
against a total of 34 Tenders have been finalised,
approved by the Board and Justice Sapre. As on date,
15 Tenders of Lot-1 and 34 Tenders of Lot-2, have been
recommended by Justice (Retd.) A.M. Sapre for the
approval of the Hon''ble Supreme Court.
8. During the year under review, M/s MSTC were engaged
as the Auctioneers for handling the auction of various
unencumbered land assets of Unitech Group. M/s MSTC
has an experience of about 50 years in conducting/
handling auctions of various items including properties
belonging to various Government Organizations and
has developed a robust e-auction platform for the
purpose. Further, the e-auction processes had been
approved to be incorporated in the Land Sale Policy
and SOP which has been duly approved by the Hon''ble
Supreme Court vide its order dated 17.08.2022. As on
the date of this report, M/s MSTC has been supplied
with information in order to develop the auction
catalogue and it is proposed that the unencumbered
properties will be hosted for e-Auction shortly.
9. Document Management System/ Content Management
System has been installed and configured in the
Company. Data Storage Structure for Documents
related to Projects has been created. Project Documents
in electronic format are being moved to the DMS.
Amount, if any, proposed to be carried to any Reserves
As the Company is incurring losses since last several years,
no amount is proposed to be carried to any reserve during
the year under review.
As your Company has incurred a net loss during the year
under review, your Directors have not recommended any
dividend for the year ended 31st March, 2023.
Conservation of Energy, Technology Absorption
Since the Company does not own any manufacturing
facility, except Unitech Power Transmission Limited (UPTL),
a wholly-owned subsidiary company, the requirement of
disclosure of particulars relating to conservation of energy
and technology absorption is not applicable.
The Company is engaged in developing/ constructing
residential and commercial properties in India and it used
to sell the immovable properties to customers in India and
abroad in the past. However, no sale of immovable properties
has been carried out after the change of Management.
During the year under review the Company has not sold
any overseas property. The foreign exchange earnings and
outgo of the Company during the year under review were
NIL.
Risk Management
Risk Management Policy of the Company is in place and has
been updated and approved in the meeting of the Board of
Directors held on 13.07.2023. The objective of the policy
is to identify and assess the key risk areas, and to mitigate
risks, and monitor/ report effectiveness of the processes and
controls and advance action, which may need to be taken to
mitigate such risks.
The Company has not undertaken any CSR activities
during the year under review, since there is loss during the
preceding three financial years. The Annual Report on CSR
activities is attached herewith at Annexure-2, which may be
read as an integral part of the Board Report.
Internal Financial Control for Financial Statements
The Board of Directors have been reviewing the sufficiency
of existing internal control systems and assessing the
need to bring better financial control measures, which are
commensurate with the size of the business of the Company.
The composition of the Audit and Risk Management
Committee is provided in the Corporate Governance Report,
which forms an integral part of the Board Report.
Vigil Mechanism
Pursuant to section 177 (9) of the Companies Act, 2013,
read with rules made thereunder and regulation 22 of the
Listing Regulations, the Company has Vigil Mechanism for
Directors and Employees to report genuine concerns. The
policy has been posted at Company''s website i.e. http://
www.unitechgroup.com/investor-relations/whistle-blower-
policy.asp During the year under review, the Company has
not received any such report in this behalf.
The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.
During the year under review, the Company has not accepted
any Deposits under the provisions of section 73 and 76 of the
Companies Act, 2013, read with Companies (Acceptance of
Deposits) Rules, 2014. Particulars of Deposits covered under
Chapter V of the Companies Act, 2013 are as follows:
Particulars |
Details |
Amount of Deposits accepted during the |
NIL |
Amount of Deposits remained unpaid or |
Rs. 537.44 crore (Principal Amount) |
Whether there has been any default in ? At the beginning of the year ? Maximum during the year ? At the end of the year Details of Deposits which are not in Compliance |
(i) The Company had filed an application in March 2015 before the (ii) Some Depositors filed intervention applications (IAs) before the |
(iii) |
Hon''ble Supreme Court vide its order dated 12th December, 2019, |
|
(iv) |
Further, the Hon''ble Supreme Court, on recommendations of Justice |
|
(v) |
Accordingly, the matter pertaining to public deposits is presently before |
The ratio of remuneration of each Director to the median
employees'' remuneration and other details in terms of section
197 (12) of the Companies Act, 2013, read with rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided as Annexure-3, forming
part of this report.
During the year under review, no employee was drawing
remuneration of Rs 1.02 crore per annum which is required
for inclusion in the statement containing particulars of
employees as required under section 197 of the Companies
Act, 2013, read with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Significant and Material Orders
During the year under review, apart from various Orders
passed by the Hon''ble Supreme Court, there were no
significant and material orders passed by the regulators or
tribunals that may impact the ''going-concern-status'' and
Company''s operation in future.
Details of applications made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 during the
year along with their status as at the end of the financial year
During the year under review, no application was made nor was
any proceeding pending under the Insolvency and Bankruptcy
Code, 2016, as per the records available with the Company.
The same is not applicable for the year under review.
The Company is required to make and maintain cost records
as specified by the Central Government under sub-section
(1) of section 148 of the Act. The Company has in its Board
Meeting held on 13.07.2023 appointed M/s Pant S. &
Associates (FRN: 101402) as Cost Auditors of the Company
for conducting audit of cost records from FY 2022-23 to
2023-24. The remuneration to be paid to the Cost Auditor for
FY 2022-23 & 2023-24 will be ratified in the ensuing Annual
General Meeting of the Company.
Further, the observations of the Cost Auditor as given in his
Cost Audit Reports for the Financial Years from 2017-18 to
2021-22 are given herein below along with the response of
the Management on the same -
Cost Auditor''s Observation |
Management Response |
Company has to maintain detail |
The Company has been |
The Company has complied with the provisions relating
to the constitution of the Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder. During the year under review, no
case/ complaints pursuant to the same were reported to the
Board.
Your Directors wish to place on record their deep sense
of appreciation for the co-operation received from the
Members, Government authorities, customers and vendors.
Your Directors also wish to place on record appreciation
for the contribution made by each and every employee
of the Company. The Directors are also thankful to all the
stakeholders for their continued help, assistance and support.
For and on behalf of Board of Directors
For UNITECH LIMITED
(Yudhvir Singh Malik)
Chairman & Managing Director
Unitech Group of Companies
DIN: 00000555
Date: 29th August, 2023
Place: Gurugram
Mar 31, 2017
Dear Members,
The Companyâs Directors are pleased to present the 46th Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2017.
FINANCIAL RESULTS
The Financial Performance of the Company for the year ended 31st March, 2017 is summarized below:
(Figures in Rs. Crore)
2016-17 |
2015-16 |
|||
Revenue from operations |
1,155.09 |
1,332.01 |
||
and other Income |
||||
Less: Expenses |
||||
Construction & Real Estate |
870.71 |
1,011.08 |
||
Project Expenditure |
||||
Cost of Land sold |
65.45 |
279.54 |
||
Changes in inventories of |
29.99 |
(117.67) |
||
finished goods , work in |
||||
progress |
||||
Employee benefits |
86.98 |
109.85 |
||
expense |
||||
Finance Cost |
346.66 |
299.09 |
||
Depreciation and |
3.94 |
4.49 |
||
amortization expense |
||||
Other Expenses |
31.56 |
51.75 |
||
Total Expenses |
1,435.29 |
1,638.13 |
||
Profit/ (Loss) before Tax |
(280.20) |
(306.12) |
||
Less: Tax Expense |
||||
i) Current |
- |
61.46 |
||
ii) Deferred tax (net) |
(89.31) |
(89.31) |
(94.22) |
(32.76) |
Profit/ (Loss) for the year |
(190.89) |
(273.36) |
There were no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of report, other than the ones already provided or stated in the Financial Statements.
FINANCIAL HIGHLIGHTS AND STATE OF COMPANY AFFAIRS
The total income of the Company for the year under review is Rs.1,155.09 Crore. The Loss before tax stood at Rs.280.20 crore and Loss after tax stood at Rs.190.89 Crore. On consolidated basis, the total income of the Company and its subsidiaries stands at Rs.1795.26 Crore. The consolidated loss before tax stood at Rs.527.83 crore and loss after tax stood at Rs.402.67 Crore. The earnings per share (EPS) on an equity share having face value of Rs.2/-, stands at â (0.73) considering the total equity capital of Rs.523.26 Crore.
On consolidated basis, the real estate and related division contributed Rs.1206.56 crore in the revenues of the Company,
whereas the contribution from the Property Management business was Rs.134.54 crore and from the Transmission Towers business was Rs.357.67 Crore. Hospitality contributed the revenue of Rs.36.73 Crore.
key highlights of the business and operations
During the year under review, there was no change in the nature of business of the Company. Some of the key highlights pertaining to the business of the Company, including its subsidiaries and associates, for the year under review and period subsequent thereto are given hereunder:
Project Sales and Delivery
In line with the trend in the last few years, given depressed market conditions, your Company focused on project delivery against launch and sale of new projects. During the year under review, your Company has launched totaling an area of 2.09 million sq.ft. The Company achieved sales bookings for a total area of 2.75 million sq.ft. during 2016-17 valued at Rs.851 crore. In terms of total area sold in 2016-17, 2.36 million sq.ft. was sold in Gurugram, 0.06 million sq.ft. in Noida & Greater Noida, 0.07 million sq.ft. in Chennai, 0.05 million sq.ft. in Kolkata and 0.21 million sq.ft. in other cities.
In terms of segment wise sales, 18.5 % of the area sold was from the residential segment while 81.5 % was from non-residential. The average realization, in 2016-17, from the non-residential segment was Rs.3,007 per sq.ft. as compared to the residential segmentâs average realization of Rs.3,477 per sq ft.
Project Execution and Delivery
Your Company delivered 5.18 million sq ft of completed area during the year and 67 % of the projects are in handing over/finishing stage across various regions of the country. As at 31st March, 2017, a total of 33.16 million sq.ft. area is under development. In order to efficiently execute the much higher scale of projects across markets, the Company is substantially upgrading its operations. During the year under review, the Company continued to focus on strengthening the back end infrastructure of the construction division to improve the quality and output of construction work.
More details about the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of this Report.
DIVIDEND
As your Company has incurred a net loss during the year under review, your Directors have not recommended any dividend for the year ended 31st March, 2017.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, for the year under review, as stipulated under Regulation 34 & Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âListing Regulationsâ] is given separately and forming part of this Report.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate from M/s. DR Associates, Company Secretaries (CP No. 714) confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of the Company, its subsidiaries, associates and joint ventures provided in the Annual Report are prepared in accordance with the provisions of the Companies Act, 2013 (âthe Actâ) read with Ind AS 110 - âConsolidated Financial Statementsâ read with Ind AS 28 - âInvestment in Associatesâ and Ind AS 31 - âInterest in Joint Venturesâ.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
Pursuant to first proviso to Section 129(3) of the Act, a statement, containing salient features of financial statements of Companyâs 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 Companyâs subsidiaries, joint ventures and associates. The policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link: http://www.unitechgroup.com/investor-relations/ corporate-governance.asp .
The audited financial statements and related information of the subsidiaries is available on website of the Company, viz. www. unitechgroup.com and will be made available, upon request by any member of the Company & shall also be made available for inspection at the registered office of the Company.
During the year under review, the status of Unitech Build-con Pvt. Ltd. has been changed from subsidiary to wholly owned subsidiary of the Company. Further, during the year under review, Pinnacle Holdings Ltd. ceased to be subsidiary of QnS Facility Management Pvt. Ltd., a wholly owned subsidiary of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as required under Section 92 (3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure-I to this report.
KEY MANAGERIAL PERSONNEL (KMP)
In compliance with the provisions of Section 203 of the Companies Act, 2013, the following Executive Directors and Officials of the Company are designated as the Key Managerial Personnel of the Company:
1. |
Mr. Ramesh Chandra |
Executive Chairman |
2. |
Mr. Sanjay Chandra |
Managing Director |
3. |
Mr. Ajay Chandra |
Managing Director |
4. |
Mr. Sunil Keswani |
Chief Financial Officer [upto 29th April 2017] |
5. |
Mr. Deepak Kumar Tyagi |
Chief Financial Officer [w.e.f. 29th April 2017] |
6. |
Mr. Deepak Jain |
Company Secretary [upto conclusion of Board Meeting held on 4th November 2016] |
7. |
Mr. Rishi Dev |
Company Secretary [w.e.f. conclusion of Board Meeting held on 4th November 2016] |
DIRECTORS
In accordance with the provisions of Section 152 of the Act and rules made there under, Ms. Minoti Bahri, Non-Executive Director (DIN:00004530), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Directors recommend re-appointment of Ms. Minoti Bahri at the ensuing Annual General Meeting.
Since last Board Report, in 45th Annual General Meeting (AGM) of the Company, Maj. Gen. Virender Kumar Bhutani (Retd.) (DIN-03487268) has been appointed Independent Director on the Board for a period of five years w.e.f. 30th May, 2016, on non-rotational basis.
The details of programmes on familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the Companyâs website under web link http://www.unitechgroup.com/ investor-relations/corporate-governance.asp . During the year under review, two such programms were held which were attended by Independent Directors.
During the year under review, six meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was not more than one hundred and twenty days as provided under Section 173 of the Act. The details of meetings are disclosed under Corporate Governance Report forming part of this Report.
BOARD EVALUATION
Pursuant to the provisions of Section 134, 149 & Schedule IV of the Act and Regulation 17(10) of the Listing Regulations annual performance evaluation of the Directors as well as of the various committees of the Board has been duly carried out.
The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman & Non Independent Directors was carried out by the Independent Directors at their properly convened meeting. The performance evaluation of the various Committees of Directors was carried out by the Board.
During the year, SEBI has issued a guidance note in order to guide listed entities by elaborating various aspects of Board evaluation. The guidance note covers all major aspects of Board Evaluation including the following:
a. Subject of Evaluation i.e. who is to be evaluated;
b. Process of Evaluation including laying down of objectives and criteria to be adopted for evaluation of different persons;
c. Feedback to the persons being evaluated;
d. Action Plan based on the results of the evaluation process;
e. Disclosure to stakeholders on various aspects;
f. Frequency of Board Evaluation;
g. Responsibility of Board Evaluation and
h. Review of the entire evaluation process periodically.
The purpose of the Guidance Note is to educate the listed entities and their Board of Directors about various aspects involved in the Board Evaluation process and improve their overall performance as well as corporate governance standards to benefit all stakeholders. The Nomination & Remuneration Committee had formulated/modified the existing Criteria of Evaluation in line with the aforesaid guidance note.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, independence of a director and policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management personnel of the Company are disclosed in the Corporate Governance Report forming part of this report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Act the Directors confirm that:
- in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
- the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the loss of the Company for
the year ended on that date;
- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors had prepared the annual accounts on a going concern basis;
- the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
- the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
internal financial control for financial STATEMENTS
Unitech has adequate system of internal controls commensurating with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.
The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.
The construction industry is passing through a challenging phase and the Company is no exception. The top management of the Company, to utilize the available resources efficiently has decided to engage itself more with the operations of the Company. The Company is further enhancing/ strengthening the internal financial reporting with respect to significant business control, risk management processes etc.
The Companyâs internal controls are further supplemented by internal audits, management review and documented policies, procedures & guidelines. The internal control system is designed to ensure that financial records are reliable for preparing financial information and recording of assets.
All financial and audit control systems are also reviewed by the Audit Committee and Board of Directors of the company.
AUDIT COMMITTEE
The composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report.
AUDITORS AND AUDITORSâ REPORT
Statutory Auditors
M/s R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N) were appointed, in the Annual General Meeting held on 12th September 2016, for a term of consecutive five years from the conclusion of 45th Annual General Meeting till the Conclusion of 50th Annual General Meeting (subject to ratification by the members at every subsequent Annual General Meeting).
Accordingly the Audit Committee and the Board of Directors have recommended for ratification of appointment of M/s R. Nagpal Associates, Chartered Accountants (Firm Registration No. 002626N) for the FY 2017-18, by the members at the ensuing Annual General Meeting.
Auditorsâ Report
A) The Auditorsâ in their Report to the members, have given five qualified opinions and the response of your Directors with respect to it are as follows:-
Response to point (1)
On basis of internal assessments and evaluations, possible recoveries from securities (registered or unregistered) have represented that the significant portion of such trade receivables balance outstanding are still recoverable/ adjustable and that no accrual for diminution in value of trade receivables, other than the ones already provided in the books of accounts; is therefore necessary for the period ending 31st March, 2017. The Management closely monitors its credit exposure and is confident of appropriately adjusting / recovering significant portions of the remaining outstanding balance of such amounts in the foreseeable future.
Response to point (2)
The Company is making best possible efforts for sale of the land parcels earmarked for repayment of the deposits but such sale process is taking time due to global economic recession and liquidity crisis, particularly, in the real estate sector of India. However, regardless of these adverse circumstances and difficulties, the Company is committed to comply with the orders passed by the Honâble NCLT (including the ones passed by CLB) and NCLAT to repay all the public deposits along with interest thereon in the course of time period.
The company has already earmarked 6 (six) unencumbered land parcels which shall be sold and the entire sale proceeds thereof shall be utilized for repayment of the said deposits. The Company is fully committed to repay all the deposits along with interest thereon and it is making all efforts to arrange the necessary resources required for this purpose.
Response to point (3)
The Company periodically assesses and evaluate its investments, loans and advances. The Company is of the firm view that the diminution, if any, even if it exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, management believes that the loans and advances given to these companies are considered good and recoverable based on the future projects in these subsidiaries and accordingly no provision other than those already accounted for, has been considered necessary.
Response to point (4)
Advances for the purchase of land, projects pending commencement and to joint ventures and collaborators have been given in the normal course of business to land owning companies, collaborators, projects and for purchase of land. Periodically the management assesses the recoverability of such advances The management of the Company, based on the internal assessment and evaluations, considers that these advances, which are in the normal course of business are recoverable/adjustable and that no provision is necessary at this stage. The management is confident of recovering/ appropriately adjusting the balance in due course.
Response to point (5)
The Company has written a letter to GNIDA dated 1 December 2015, wherein it has stated that the cancellation of the lease deed is wrong, unjust and arbitrary. The Company has also described steps taken for implementation of the project, valid business reasons due to delays till date. Further, it had also proposed that in view of the fact that third party interests have been created by the Company in the allotted land, by allotting plots to different allottees, in the interest of such allottees, GNIDA may allow the Company to retain an area of approximately 25 acres out of the total allotted land of approx. 100 acres and that the amount paid by the Company till date may be adjusted against the price of the land of 25 acres and remaining surplus amount may be adjusted towards dues of other projects of the Company under GNIDA. The discussions/ negotiations and the legal recourse process are currently underway. The management is of the concerned view that in view of the recent developments, in-spite of the aforesaid letter, no provisioning of the investment made in the project is required
B) The Auditorsâ in their report to the members, have stated two âEmphasis of matterâ and the response of your Directors on them are as follows:-
Response to point (1)
The Company filed a writ petition before Honâble High Court of Punjab & Haryana challenging the termination of development agreement. The matter was referred for arbitration and the matter is pending adjudication before the panel of three arbitrators. The Company has concluded its evidence. The Company has a good case and accordingly no provision has been considered necessary.
Response to point (2)
Based on the legal advice received by it, the Company believes that the said award of LCIA and order of the Honâble Delhi High Court is not enforceable in India on various grounds including but not limited to lack of jurisdiction by the LCIA appointed arbitral tribunal. The Honâble High Court of Delhi has passed an order in the case instant. On the basis of legal advice received, the Company is sanguine & strongly believes that its stand taken in this matter will be vindicated in the Honâble Supreme Court. The Company is preparing for filing the SLP in the Honâble Supreme Court against the said Order of the Honâble High Court of Delhi. Nevertheless, in case if the Company is required to make the aforesaid investment into Kerrush Investments Ltd. (Mauritius), its economic interest in the SRA project in Santacruz Mumbai shall stand increased proportionately thereby creating a substantial asset for the Company with an immense development potential.
C) Further, the Board gives the following explanations, to the comments of the Auditorsâ in para 1 (g) to Report on Other Legal and Regulatory Requirements:-
The Company has sought legal opinions from its legal advisors, with respect to the matured unpaid debentures and public deposits outstanding at Balance Sheet date. Based on the same, the Board is of the view that the provisions of Section 164(2) (b) of the Companies Act, 2013 does not attract.
D) Further, the Board also gives the following explanations, to the Disclaimer of Opinion of the Auditorsâ in the Annexure A to Auditorsâ Report to the members:-
1. The Company works in a dynamic business environment and adopts the suitable internal financial controls, especially the ones having bearing upon reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes maintaining such business policies and procedures as may be required to effectively conduct the business of the Company and maintain such records as to properly record the business transaction, assets and liabilities of the Company in such a way that they help in prevention of frauds & errors and timely completion of financial statements.
a. Following the norms prevailing in the real estate industry the Company does not ascertain the credit worthiness of customers. The Company maintains the due and mandated KYC norms of the customers. The Company takes a good amount of the overall purchase price of the customer as an advance at the time of booking, and should in case, if the customer fails to pay the due amount, the Company can forfeit the amount, already paid by the customer. The risk is further reduced where the property purchased by customer if financed by any bank/ NBFC. The said Bank/ NBFC do their routine credit check of the customer and thus the Company is not exposed to any credit risk for not ascertaining the credit worthiness of customers.
b. The advances for the purchase of land, projects pending commencement and to the joint ventures and collaborators are given in the normal course of business to land owning Companies, collaborators, projects and for the purchase of land. The Company keeps a watch on how this amount is utilized ultimately. The management of the Company based on the internal assessment and evaluation considers that these advances, which are in the normal course of business, are recoverable/ adjustable. The Company has a process to advance such loans & advance and the management of the Company keeps a close watch on extending such loans & advance and their ultimate recovery.
c. The Company, as per the generally accepted accounting principles, duly provides for the diminished value of such loans & advances, where the recovery of such loan is doubtful. The management believes that the diminution in the value of investments, to the extent other than the value already reduced in the books of accounts, if any, that exists; is only temporary and that the sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment.
2. Project management and land management are the keys to the successful and timely completion of projects. The Company has focused attention to complete the existing projects and has aligns all its available resources for the execution of the projects. This dynamic approach requires realignment of the prevailing internal control relating to Project Management, Project Revenue and Land Management. Similarly to utilize its existing resources better, the company is re-aligns its processes relating to Land Management, Receivable Management, Litigations & Claims.
E) Further, the Board also gives the following explanations, to comments of the Auditorsâ in the Annexure B to Auditorsâ Report to the members:-
Response to point (iii)(a)
The matter has been evaluated and the Company is of the firm view that the diminution, if any, even if it exists is only temporary and that sufficient efforts are being undertaken to revive the said subsidiaries in the foreseeable future so as to recover carrying value of the investment. Further, management believes that the loans and advances given to these Companies are considered good and recoverable based on the future projects in these subsidiaries and accordingly no provision other than those already accounted for, has been considered necessary.
Response to point (v)
The Company is making best possible efforts for sale of the land parcels earmarked for repayment of the deposits but such sale process is taking time due to global economic recession and liquidity crisis, particularly, in the real estate sector of India. However, regardless of these adverse circumstances and difficulties, the Company is committed to comply with the orders passed by the Honâble NCLT (including the ones passed by CLB) and NCLAT to repay all the public deposits along with interest thereon in the course of time period.
The Company has already earmarked 6 (six) unencumbered land parcels to be sold and the entire sale proceeds thereof shall be utilized for repayment of the said deposits. The Company is fully committed to repay all the deposits along with interest thereon and it is making all efforts to arrange the necessary resources required for this purpose.
Response to point (vii)(a)
The Management is of the view that there are delays in the payment of income tax, service tax & provident fund. however, with improved business environment and particularly in the challenging Real Estates Industry the Company will be able to meet its obligations in time. The Management is hopeful and committed to their level best to streamline the same in future.
Response to point (viii)
The real estate sector, as a whole, is passing through tough time and your Company is also facing this heat. In this challenging phase, cash-flows of the Company have been adversely impacted and there were certain delays/defaults in timely repayment of dues (including interest) to Banks and financial institutions in respect of term loans and non convertible debentures. It is submitted that the Company endeavors to streamline its future operations and discharge the said liabilities in time.
Cost Auditors
The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. M.K. Kulshrestha & Associates, Cost Accountants (Firm Registration No. 100209) as cost Auditors for the financial year 2017-18 to carry out the audit of cost records maintained by the Company. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2017-18 is subject to ratification by the shareholders of the Company.
Secretarial Auditors
Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DR Associates, Company Secretaries (CP No. 714), to conduct the Secretarial Audit of the Company for the financial year 2017-18.
The Secretarial Audit Report (Form MR-3) is annexed as Annexure II forming part of this Report.
The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-
Response to point No.1
The Company has sought legal opinions from its legal advisors, with respect to the matured unpaid debentures and public deposits outstanding at Balance Sheet date. Based on the same, the Board is of the view that the provisions of Section 164(2) (b) of the Companies Act, 2013 does not attract.
Response to point No.2
The real estate sector is facing the heat of liquidity crunch and the Company is also going through this challenging time. The cash flows of the Company have been adversely impacted and there are delays in delivering projects and repayments of depositors and creditors. The same resulted in rise in litigations. The Company is trying hard to make timely repayments and deliveries and hopeful to get out of it soon.
Response to point No.3
There are delays in the payment of income tax, service tax & provident fund. however, with improved business environment and particularly in the challenging Real Estates Industry the Company will be able to meet its obligations in time. The Management is hopeful and committed to their level best to streamline the same in future.
Response to point No.4
The Company is law abiding entity, and is endeavor to file all required forms and returns with the Registrar in time. However, there has been few delays which the management ensures to take care in future.
RISK MANAGEMENT
In the Company, a well defined risk management mechanism is in place. The Objective of the mechanism is to identify the various inherent risks in the process and advance actions to be taken to mitigate it. A detailed exercise is carried out to identify, evaluate, monitor and manage both business and non-business risks.
The Company has a Risk Management Policy to identify and assess the key risk areas, mitigating risk, monitor and report effectiveness of the process and control.
VIGIL MECHANISM
Pursuant to Section 177(9) of the Act read with relevant Rules and Regulation 22 of the Listing Regulations, the
Company has a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns. The said Policy has been posted on Companyâs website (www. unitechgroup.com).
During the year under review, no concerns or grievances pursuant to the same were reported.
CORPORATE SOCIAL RESPONSIBILITY [CSR]
Pursuant to Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a CSR Committee and based on the recommendations of the Committee the CSR Policy has been approved by the Board of Directors of the Company. The same is available on the website of the Company (www. unitechgroup.com).
During the year under review, CSR Committee recommended that since there is average loss in three preceding financial years, there is no statutory requirement for spending on CSR activities pursuant to provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. However, the Company and its management is committed to contribute towards the betterment of the society where we live and work as and when the companyâs cash flow permits.
The annual report on CSR activities is attached at Annexure-III forming part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans given, Guarantees given or Investments made under Section 186 of the Act are given in notes to standalone financial statements.
DEPOSITS
During the year under review, the Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits), Rules 2014.
Particulars of Deposits covered Under Chapter V of the Act are as follows:
Particulars |
Details |
Amount of Deposits accepted during the year Amount of Deposits remained unpaid or unclaimed during the year* Whether there has been any default in repayment of deposits or interest thereon; and if so the number of times and the total amount involved- - At the beginning of the year - Maximum during the year - At the end of the year Details of deposits which are not in Compliance with Chapter V of this Act. |
NIL Rs.547.66 Crore In March 2015, the Company had filed an application before the Honâble CLB [Now NCLT] for seeking, inter-alia re-schedulement of repayment of Fixed Deposit. During the year under review, the Honâble National Company Law Tribunal, New Delhi (NCLT) dismissed the said application. On appeal against the said order, the Honâble National Company Law Appellate Tribunal, New Delhi (NCLAT) extended the date of repayment of deposits under Section 74(1) of the Act upto 31st December 2016. Subsequently, the said appeal was also dismissed by the Honâble NCLAT vide its order dated 31stJanuary 2017. The Company has already earmarked six unencumbered land parcels and best possible efforts are being made for sale of said land parcels for repayment of the deposits. However, regardless of adverse circumstances and difficulties, the management is committed to comply with the orders passed by Honâble NCLT and Honâble NCLAT to repay all the public deposits alongwith interest thereon. |
*As at 31st March,2017
RELATED PARTY TRANSACTIONS
All related party transactions attracting compliance under Section 188 of the Act and Regulation 23 of the Listing Regulations are placed before the Audit Committee and the Board. Prior omnibus approval of the Audit Committee was also obtained for the transactions which were of a foreseen and repetitive nature.
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on armâs 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 Companyâs website under web link http://www.unitechgroup.com/investor-relations/corporate-governance.asp.
Your Directors draw attention of the members to Note No. 44 to the standalone financial statement which sets out related party disclosures.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The ratio of remuneration of each Director to the median employeesâ remuneration and other details in terms of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure IV forming part of this report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. However, in pursuance of Section 136 of the Act, this report is being sent to all shareholders of the Company, excluding the aforesaid information and the said particulars are made available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy and technology absorption are not applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad.
The foreign exchange earnings and outgo of the Company during the year under review were NIL and Rs.3.77 crore as compared to NIL and Rs.2.73 crore in the previous year respectively.
SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Companyâs operation in future.
PREVENTION OF SEXUAL HARASSMENT AT workplace
The Company had formulated and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Further during the year under review, no case/complaints pursuant to the same were reported to the Board.
ACKNOWLEDGEMENTS
Your Directors wish to express their sincere appreciation for the co-operation received from the financial institutions, banks, government authorities, customers, vendors and suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the significant contribution made by each & every employee of the Company. The Directors are also thankful to all stakeholders for their continued patronage.
BY THE ORDER OF BOARD OF DIRECTORS
for UNITECH LIMITED
Ramesh Chandra
Chairman
DIN: 00004216
Date: 30th May, 2017
Place: Gurugram
Mar 31, 2015
Dear Members,
The Company's Directors are pleased to present the 44th Annual Report
and the Audited financial Statements of the Company for the year ended
31st March, 2015.
FINANCIAL RESULTS
The Financial Performance of the Company for the year ended 31st March,
2015 is summarized below:
(Figures in Rs. Crore)
2014-15 2013-14
Total Income 1394.41 2152.57
Less: Operating Expenses 1071.89 1745.93
Profit/ (Loss) before Interest, 322.52 406.64
Depreciation and Tax
Less: i) Interest 307.31 274.22
ii) Depreciation 7.78 315.09 6.57 280.79
Profit/ (Loss) before Tax 7.43 125.85
Less: Provision for Tax
i) Current 9.52 52.03
ii) Deferred 13.72 23.24 (5.05) 46.98
Profit/(Loss) after Tax (15.81) 78.87
Balance carried over to (15.81) 78.87
Balance Sheet
There were no material changes or commitments affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the Financial Statements relate
and the date of report.
financial highlights and state of company affairs
The total income of the Company for the year under review is Rs.
1,394.41 crore. The Profit before tax stood at Rs. 7.43 crore and Loss
after tax stood at Rs. 15.81 crore. On consolidated basis, the total
income of the Company and its subsidiaries stands at Rs. 3,719.56
crore. The consolidated loss before tax stood at Rs. 50.81 crore and
loss after tax stood at Rs. 128.34 crore. The earnings per share (EPS)
on an equity share having face value of Rs. 2 stands at Rs. (0.06)
considering the total equity capital of Rs. 523.26 crore.
On consolidated basis, the real estate and related division contributed
Rs. 1,738.15 crore in the revenues of the Company, whereas the
contribution from the Property Management business was Rs. 383.74 crore
and from the Transmission Towers business was Rs. 289.10 crore.
Hospitality and other segments contributed the balance revenues of Rs.
1,020.18 crore.
KEY HIGHLIGHTS oF THE BuSINESS AND oPERATIoNS
During the year under review, there was no change in the nature of
business of the Company. Some of the key highlights pertaining to the
business of the Company, including its subsidiaries and associates, for
the year under review and period subsequent thereto are given hereunder:
Project Sales and Delivery
In line with the trend in the last few years, given depressed market
conditions, your Company focused on project delivery against launch and
sale of new projects. In fact, since Q2, 2014-15, the Company has not
launched any new projects. During the year under review, your Company
launched new projects totaling an area of 0.64 million sq.ft. The
Company achieved sales bookings for a total area of 1.3 million sq.ft.
during 2014-15 valued at Rs. 828 crore. In terms of total area sold in
2014-15, 0.31 million sq.ft. was sold in Gurgaon, 0.21 million sq.ft. in
Noida & Greater Noida, 0.14 million sq.ft. in Chennai, 0.10 million
sq.ft. in Kolkata and 0.54 million sq.ft. in other cities.
In terms of segment wise sales, 54% of the area sold was from the
residential segment while 46% was from non-residential. The average
realization, in 2014-15, from the non-residential segment was Rs. 7,233
per sq. ft. as compared to the residential segment's average
realization of Rs. 5,629 per sq. ft.
Project Execution and Delivery
Your Company delivered 3.16 million sq. ft. of completed area during
the year and handing over is in progress in 41 projects across various
regions of the country. As at 31st March, 2015, a total of 37.49
million sq.ft. area is under development. In order to efficiently
execute the much higher scale of projects across markets, the Company
is substantially upgrading its operations. During the year under
review, the Company continued to focus on strengthening the back end
infrastructure of the construction division to improve the quality and
output of construction work.
More details about the business and operations of the Company are
provided in the Report on Management Discussion and Analysis forming
part of this Report.
DIVIDEND
Your Directors have not recommended any dividend for the year ended
31st March, 2015.
MANAGEMENT DISCuSSION AND ANALYSIS REPoRT
The Management Discussion and Analysis Report, for the year under
review, as stipulated under Clause 49 of the Listing Agreement is given
separately and forming part of this Report.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance along with a certificate from M/s.
RSD & Associates LLP, a firm of Company Secretaries in Practice (CP No.
714) confirming compliance with the conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement forms part of
this report.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of the Company provided
in the Annual Report are prepared in accordance with the Act and
Accounting Standard (AS) 21 on 'Consolidated Financial Statements' read
with Accounting Standard (AS) 23 on 'Accounting for Investments in
Associates' and (AS) 27 on 'Financial Reporting of Interest in Joint
Ventures'.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
Pursuant to first proviso to Section 129(3) of the Companies Act, 2013
("the Act"), a statement, containing salient features of financial
statements of Company's subsidiaries, joint ventures and associates (in
Form AOC-1), is attached to the financial statements. The said statement
describes the performance and financial position of each of Company's
subsidiaries, joint ventures and associates. The policy for determining
material subsidiaries as approved may be accessed on the Company's
website at the link:
http://www.unitechqroup.com/investor-relations/corporate-qovernance.asp.
The audited financial statements and related information of the
subsidiaries is available on website of the Company, viz. www,
unitechgroup.com and will be made available, upon request by any member
of the Company & shall also be made available for inspection at the
registered office of the Company.
During the year under review, Khatu Shyamji Infratech Pvt. Ltd. was
acquired by Unitech Agra Hi-tech Township Limited, a wholly owned
subsidiary of the Company.
Further, during the year under review, following companies ceased to be
associated with the Company:
Sr. No. Name of Company CIN (Corporate Identification
Number)
1 Sirur Developers Pvt. Ltd. U45400DL2007PTC170053
2. Erode Projects Pvt. Ltd. U70109DL2007PTC169206
3. Prasunder Estates Pvt. Ltd. U74899HR2005PTC052432
4. Unitech Hi-Tech Projects Pvt. Ltd. U70109DL2006PTC153484
5. Unitech Realty Estates Pvt. Ltd. U45200DL2006PTC155146
6. Unitech Landscape Projects Pvt. Ltd. U45400DL2008PTC178154
7. MHW Hospitality Ltd. U55101HR2005PLC052431
8. Unitech Real Estate Developers Ltd. U45201HR2005PLC052437
9. Unitech Developers and Projects Ltd. U70109DL2006PLC151341
10. Unitech Hi Tech Structures Ltd. U74899DL2005PLC141674
11. Unival Willows Estate Pvt. Ltd. U70200KA2010PTC079885
12. Unitech Realty Projects Ltd. U00500DL2005PLC140532
13. Seaview Developers Ltd U70101DL2005PLC134243
Sr. No. Name of Company Relation with the Company
1 Sirur Developers Pvt. Ltd. Subsidiary
2. Erode Projects Pvt. Ltd. Subsidiary
3. Prasunder Estates Pvt. Ltd. Subsidiary
4. Unitech Hi-Tech Projects Pvt. Ltd. Subsidiary
5. Unitech Realty Estates Pvt. Ltd. Subsidiary
6. Unitech Landscape Projects Pvt. Ltd. Subsidiary
7. MHW Hospitality Ltd. Subsidiary
8. Unitech Real Estate Developers Ltd. Subsidiary
9. Unitech Developers and Projects Ltd. Associate*
10. Unitech Hi Tech Structures Ltd. Associate*
11. Unival Willows Estate Pvt. Ltd. Associate*
12. Unitech Realty Projects Ltd. Associate*
13. Seaview Developers Ltd Associate*
*ceased to be an associate of Unitech Holdings Ltd., a wholly owned
subsidiary of the Company.
A ceased to be an associate of Aditya Properties Pvt. Ltd., a wholly
owned subsidiary of the Company.
During the year under review, following 21 subsidiary companies of
Havelock Investments Limited (a wholly owned subsidiary of the Company)
have been dissolved and amalgamated with Havelock Investments Limited
vide Hon'ble High Court of Delhi order No. 12867/14 dated 14th August,
2014.
Sr. Name of Company CIN (Corporate Identification
No. Number)
1 Unitech Universal Developers Pvt. U45200DL2008PTC184275
Ltd.
2. Unitech Universal Hotels Pvt. Ltd. U55101DL2008PTC183284
3. Unitech Universal Simpson Hotels U45400DL2008PTC178271
Pvt. Ltd.
4. Volga Realtors Pvt. Ltd. U18204DL2007PTC169633
5. Unitech Power Pvt. Ltd. U40101DL2008PTC175707
6. Unitech Power Projects Pvt. U40108DL2007PTC171151
Ltd.
7. Zanskar Projects Pvt. Ltd. U70109DL2006PTC149537
8. Unitech Acorus Projects Pvt. U45400DL2008PTC179165
Ltd.
9. Unitech Power Distribution U45207DL2008PTC175976
Pvt. Ltd.
10. Unitech Infra-Projects Pvt. Ltd. U45200DL2007PTC159732
11. Flores Unitech Wireless Pvt. Ltd. U31300DL2008PTC184688
12. Unitech Varanasi Hi-Tech Township U45201DL2005PLC141493
Ltd.
13. Panicum Projects Pvt. Ltd. U70109DL2008PTC176858
14. High Strength Infra-Developers U45200DL2007PTC157918
Pvt. Ltd.
15. Sankoo Developers Pvt. Ltd. U70109DL2006PTC155071
16. Mandarin Projects Pvt. Ltd. U45400DL2008PTC176826
17. Falcon Projects Pvt. Ltd. U45400DL2008PTC172095
18. High Vision Healthcare Pvt. U85110DL2006PTC150276
Ltd.
19. Ilam Developers Pvt. Ltd. U70200DL2007PTC170298
20. Agmon Builders Pvt. Ltd. U70109DL2007PTC171838
21. Colossal Infra-Developers U45200DL2006PTC156284
Pvt. Ltd.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 as required under Section 92 (3) of the Act, read with rule 12(1)
of the Companies (Management and Administration) Rules, 2014 is annexed
herewith as Annexure-I to this report.
KEY MANAGERIAL PERSONNEL (KMP)
In compliance with the provisions of Section 203 of the Companies Act,
2013, the following Executive Directors and Senior Officials of the
Company are designated as the Key Managerial Personnel of the Company
w.e.f 1st April, 2014:
1. Mr. Ramesh Chandra Executive Chairman
2. Mr. Sanjay Chandra Managing Director
3. Mr. Ajay Chandra Managing Director
4. Mr. Sunil Keswani EVP & CFO
5. Mr. Deepak Jain VP & Company Secretary
Directors
In accordance with the provisions of Section 152 of the Act and rules
made there under, Mr. Sanjay Chandra, Managing Director (DIN:00004484),
retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment. The Directors recommend
re-appointment of Mr. Sanjay Chandra at the ensuing Annual General
Meeting.
Based on the recommendations of the Nomination & Remuneration Committee
and after reviewing the declarations submitted by Mr. Sunil Rekhi (DIN:
00062990) and Mr. Chanderkant Jain (DIN: 06709287), confirming that
they meet the criteria of Independence as prescribed under section 149
(6) of the Act and Clause 49 of the Listing Agreement, the Board of
Directors of the company by way of circular resolution passed on 23rd
May 2015, appointed them as Additional Non-Executive Independent
Directors of the Company.
Mr. Sunil Rekhi and Mr. Chanderkant Jain, appointed as Additional
Independent Directors holds office upto the date of ensuing Annual
General Meeting (AGM), are proposed to be appointed at the ensuing AGM
as Independent Directors of the Company under Section 149 of the
Companies Act, 2013 for a period of five years w.e.f. 23rd May 2015, on
non- rotational basis.
Since last Board Report, Dr. P K. Mohanty (DIN: 00238329), Mr. Anil
Harish (DIN: 00001685) and Mr. Ravinder Singhania (DIN: 00006921),
Independent Directors resigned from the Board w.e.f 13th August, 2014,
23rd May, 2015 and 23rd May, 2015 respectively. The Board wishes to
place on record its deep sense of appreciation for the valuable
services rendered by them to the Board and the Company during their
tenure as Directors.
The details of programmes on familiarization of Independent Directors
with the Company, their roles, rights and responsibilities in the
Company, nature of the industry in which the Company operates, business
model of the Company and related matters are available on the Company's
website under web link:
http://www.unitechqroup.com/investor-relations/corporate-qovernance.asp
During the year under review, four meetings of the Board of Directors
were held. The intervening gap between two consecutive meetings was not
more than one hundred and twenty days as provided in section 173 of the
Act. The details of meetings are disclosed under Corporate Governance
Report forming part of this Report.
Board Evaluation
Pursuant to the provisions of Section 134, 149 & Schedule IV of the Act
and Clause 49 of the Listing Agreement annual performance evaluation of
the Directors as well as of the various committees of the Board has
been duly carried out.
The performance evaluation of the Independent Directors was carried out
by the entire Board and the performance evaluation of the Chairman &
Non Independent Directors was carried out by the Independent Directors
at their properly convened meeting. The performance evaluation of the
vari- ous Committees of Directors was carried out by the Board.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy containing criteria for
determining qualifications, positive attributes, independence of a
director and policy relating to remuneration for the Directors, Key
Managerial Personnel and Senior Management personnel of the Company are
disclosed in the Corporate Governance Report forming part of this
report.
Directors' Responsibility Statement
Pursuant to the requirements of Section 134(3)(c) of the Act the
Directors confirm that:
* in the preparation of the annual accounts for the year ended March
31,2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
* the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at March 31,2015 and of the loss of the company for the
year ended on that date;
* the Directors had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
* the Directors had prepared the annual accounts on a going concern
basis;
* the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
* the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS
Your Company has an effective internal financial control system, which
is continuously evaluated by internal and statutory auditors. The
internal control is designed to ensure that financial and other records
are reliable for preparing financial information and for maintaining
accountability of assets. All financial and audit control systems are
also reviewed by the Audit Committee of the Company.
AUDIT COMMITTEE
The composition of the Audit Committee is provided in the Corporate
Governance Report forming part of this report.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
M/s. Goel Garg & Co., Chartered Accountants, retire as Auditors of the
Company at the conclusion of the ensuing Annual General Meeting and
have confirmed their eligibility and willingness to accept the office
of auditors, if re- appointed.
A) The Auditors' in their Report to the members, have given two
qualified opinions and the response of your Directors with respect to
it are as follows:-
Response to Point (1)
The advances for the purchase of land, projects pending commencement
and to joint ventures and collaborators amounting to Rs. 7,242,711,244
(previous year Rs. 7,718,890,401) have been given in the normal course
of business to land owning companies, collaborators, projects and for
purchase of land. Further Rs. 476,179,157 (previous year Rs.
1,529,898,595) have been recovered / adjusted during the current
financial year. The management of the company based on the internal
assessment and evaluations considers that these advances, which are in
the normal course of business are recoverable/ adjustable and that no
provision is necessary at this stage.
The management is confident of recovering/ appropriately adjusting the
balance in due course.
Response to Point (2)
The Management believes that the diminution in value of investments, if
any, that exists is only temporary and that sufficient efforts are
being undertaken to revive the said subsidiaries in the foreseeable
future so as to recover carrying value of the investment. Further, the
management believes that the loans and advances given to these
companies are considered good and recoverable based on the future
projects in these subsidiaries and accordingly no provision other than
those already accounted for, has been considered necessary.
B) The Auditors' in their report to the members, have stated two
"Emphasis of matter" and the response of your Directors on them are as
follows:-
Response to Point (1)
The Company has sought relief under section 74(2) of the Act from
Hon'ble Company Law Board ("CLB"). As per the order passed by Hon'ble
CLB on 3rd July, 2015 & 15th July, 2015, the Management has earmarked
certain unencumbered properties of the Company to the satisfaction of
Hon'ble CLB. The Hon'ble CLB has constituted a "Sale Committee"
consisting of former CLB Chairman, an Advocate representing some of the
Depositors and one representative of Company to sell the earmarked
properties of the Company. Further, the management is committed to
repay all the public deposits along with interest thereon and making
all efforts to arrange the necessary resources required for the
purpose.
Response to Point (2)
The management does not consider any adjustment in respect of the
balance of short term loans aggregating to Rs. 5,00,6,504,267 (Previous
Year Rs. 4,296,647,377) and investments aggregating to Rs. 277,257,892
(Previous Year Rs. 275,323,078) because the matters are sub-judice and
the management is hopeful of recovery of the same.
C) Further, the Board gives the following explanations, to the comments
of the Auditors' in para 2(f) to Report on Other Legal and Regulatory
Requirements:-
Your company has sought legal advice with respect to matured unpaid
debentures and public deposits outstanding as at the balance sheet
date. Based on the said advice, the Board is of the view that the
provisions of sub-section (2) of Section 164 of the Companies Act, 2013
does not apply to the Company.
D) Further, the Board also gives the following explanations, to the
comments of the Auditors' in the Annexure to Auditors' Report to the
members:-
Response to Point (v)
During the year under review, the Company has filed a re- schedulement
application before the Hon'ble CLB, New Delhi Bench under Section 74(2)
of the Act seeking extension of time for repayment of deposits. Further,
as per the order passed by Hon'ble CLB on 30th June, 2015, the
Management has earmarked certain unencumbered properties of the Company
to the satisfaction of Hon'ble CLB. The Hon'ble CLB has constituted a
"Sale Committee" comprising of Former CLB Chairman, an Advocate
representing some of the Depositors & one representative of Company to
sell the earmarked properties of the Company. Further, the management is
committed to repay all the public deposits along with interest thereon
and making all efforts to arrange the necessary resources required for
the purpose.
Response to Point (vii)
The Board is of the view that there are few delays in the payment of
income tax, service tax & provident fund, however, with improved
business scenario the Company will be able to meet its obligations in
time. The Board is hopeful and committed to their level best to
streamline the same in future.
Response to Point (ix)
The real estate sector, as a whole, is passing through tough time and
your company is also facing this heat. In this challenging phase,
cash-flows of the company have been adversely impacted and there were
certain delays/defaults in timely repayment of dues (including
interest) to Banks and financial institutions in respect of term loans
and non- convertible debentures. It is submitted that the company
endeavors to streamline its future operations and discharge the said
liabilities in time.
Cost Auditors
The Board of Directors, on recommendation of the Audit Committee, has
appointed M/s. M.K. Kulshrestha & Associates, Cost Accountants as Cost
Auditors for the financial year 2014-15 and 2015-16 to carry out the
audit of cost records maintained by the Company. In terms of Rule 14 of
the Companies (Audit and Auditors) Rules, 2014, the remuneration
payable to the Cost Auditors for the financial year 2014-15 and 2015-16
is subject to ratification by the shareholders of the Company. The
Notice convening the Annual General Meeting contains the proposal for
ratifications of the remuneration payable to the Cost Auditors.
Secretarial Auditors
Pursuant to provisions of Section 204 of the Act read with Rule 9 of
the Companies (Appointment and remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s. RSD & Associates LLP, a
firm of Company Secretaries in Practice (CP No. 714), to conduct the
Secretarial Audit of the Company for the year ended March 31,2015.
The Secretarial Audit Report (Form MR-3) is annexed as Annexure II
forming part of this Report.
The responses of your Directors on the observations made by the
Secretarial Auditor are as follows:-
Response to Point No.1
The real estate sector, as a whole, is passing through the challenging
times and your company is also facing this heat. In this challenging
phase, the cash flows of the company have been adversely impacted. It
is submitted that the company is trying hard and undertaking several
steps to successfully going through this tough time. The Company is
hopeful that in the near future, it will streamline its operations and
provide its due share towards the betterment of the society by making
the required contribution for the CSR activities envisaged by the
company.
Response to Point No.2
Your company has sought legal advice with respect to matured unpaid
debentures and public deposits outstanding as at the balance sheet
date. Based on the said advice, the Board is of the view that the
provisions of sub-section (2) of Section 164 of the Companies Act, 2013
does not apply to the Company.
Response to Point No.3
Your company is going through a hard phase due to stretched liquidity
position and there are delays in delivering projects and repayments of
creditors this resulted in rise in litigations. Your company is trying
hard to make timely repayments and deliveries and hopeful to get out of
it soon.
Response to Point No.4
The Board is of the view that there are few delays in the payment of
income tax, service tax & provident fund, however, with improved
business scenario the Company will be able to meet its obligations in
time. The Board is hopeful and committed to their level best to
streamline the same in future.
Response to Point No.5
Your company is law abiding entity, and filed the necessary forms &
returns with the authorities. However, there were few delays which the
management ensures to file the same in time.
RISK Management
Pursuant to the requirement under Clause 49 of the Listing Agreement,
the Company has constituted a Risk Management Committee. The details of
the Committee are set out in the Corporate Governance Report, forming
part of this Report.
A well defined risk management mechanism is in place. The objective of
the mechanism is to minimize the impact of various risks identified and
advance actions to mitigate it. A detailed exercise is carried out to
identify, evaluate, monitor and manage both business and non-business
risks.
The Company has framed a Risk Management Policy to identify and assess
the key risk areas, monitor and report effectiveness of the policy and
procedure.
VIGIL MECHANISM
Pursuant to Section 177(9) of the Act read with relevant Rules and
Clause 49 of Listing Agreement, the Company has a Vigil
Mechanism/Whistle Blower Policy for Directors and employees to report
genuine concerns. The said Policy has been posted on Company's website
(www.unitechgroup. com).
During the year under review, no concerns or grievances pursuant to the
same were reported.
CORPORATE SOCIAL RESPONSIBILITY [CSR]
Pursuant to Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board has constituted a
CSR committee and based on the recommendation of the Committee the CSR
policy has been approved by the Board of Directors of the Company. The
same is available on the website of the Company (www.unitechgroup.com).
During the year under review, the Company has contributed an amount
towards its CSR activities which is less than the statutory required
expenditure, i.e. 2% of the average net profit for three preceding
financial years.
Your Company is one of the country's premier real estate developer with
pan India presence. The growth of the Company is closely correlated to
the overall growth in the country's real estate sector. The real estate
sector, as a whole, is passing through challenging times and therefore
the company is also facing the subsequent impact of slowdown in the
economy. In this challenging phase, the cash flows of the company have
been adversely impacted. It is submitted that the company is undertaking
several steps to successfully face these challenging times and thereby
ensure that, in the near future, the Company increases its contributions
to CSR activities as the Company is committed to contribute towards the
betterment of the Communities where we live and work.
The annual report on CSR activities is attached at Annexure-III forming
part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans given, Guarantees given or Investments made under
Section 186 of the Act are given in notes to standalone financial
statements.
DEPOSITS
During the year under review, the Company has not accepted any deposits
under the provisions of Section 73 of the Act read with the Companies
(Acceptance of Deposits), Rules 2014.
Particulars of Deposits covered Under Chapter V of the Act are as
follows:
Particulars Details
Amount of Deposits accepted NIL
during the year
Amount of Deposits remained Rs. 578.63 Crore
unpaid or unclaimed
during the year*
Whether there has been any
default in repayment of
deposits or interest thereon;
and if so the number of
times and the total amount
involved-
* At the beginning of the year NIL
* Maximum during the year During the year under review,
there were defaults in
repayment of matured public
Deposits and to the
provisions of the Act read
with Companies (Acceptance
*At the end of year of Deposit) Rules, 2014, the
Company has filed an
application before the Hon'ble
CLB for seeking, inter-alia,
India Place" which can easily
fit into top five malls of the
country in the footfalls it
receives annually, an
amusement park having exciting
rides and the phenomenal water
park which is the largest
water park in north
India, The next phase of
the retail component of
the project named as "Gardens
Galleria" repayment of
deposits from the money
realized therefrom. The
Hon'ble
Details of deposits which are not in CLB after considering the
compliance with Chapter V of this Act. financial position of the
Company has directed
to constitute a 'Sale
Committee' comprising of
former Chairman of CLB
as its Chairman and one
representative each on behalf
of Depositors and
the company as its members to
sell the earmarked properties
offered by
the company as expeditiously
as possible.
RELATED PARTY TRANSACTIONS
All related party transactions attracting compliance under Section 188
of the Act and Clause 49 of the Listing Agreement are placed before the
Audit Committee and the Board. Prior omnibus approval of the Audit
Committee was also obtained for the transactions which were of a
foreseen and repetitive nature.
All contracts/ arrangements/ transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on arm's length basis. During the year under review, the
Company has not entered into any contract/arrangement/transaction with
related parties which could be considered material in accordance with
the policy of the company on materiality of related party transactions.
In view of the same, the requirement of giving particulars in Form
AOC-2 is not applicable for the year under review.
The Company has framed, approved and implemented a policy on dealing
with Related Party Transactions and the same is available on Company's
website under web link
http://www.unitechgroup.com/investor-relations/corporate-
governance.asp .
Your Directors draw attention of the members to Note No. 33 to the
standalone financial statement which sets out related party
disclosures.
PARTICULARS OF EMPLOYEES AND RELATED DISCLoSuRES
The ratio of remuneration of each Director to the median employees'
remuneration and other details in terms of Section 197(12) of the Act
read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel)Rules, 2014 is provided as Annexure IV forming
part of this report.
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)Rules, 2014 will
be provided upon request by any member of the Company. However, in
pursuance of Section 136 of the Act, this report is being sent to all
shareholders of the Company, excluding the aforesaid information and
the said particulars are made available for inspection at the
Registered Office of the Company during the period as per the Articles
of Association of the Company and any member interested in obtaining
such information may write to the Company Secretary at the Registered
Office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Since the Company does not own any manufacturing facility, the
requirements pertaining to disclosure of particulars relating to
conservation of energy and technology absorption are not applicable.
FOREIGN EXCHANGE EARNINGS AND OuTGO
The Company is engaged in developing/constructing residential and
commercial properties in India and selling the immovable properties to
customers in India and abroad. The Company receives remittances of
sale consideration for immovable properties located in India, purchased
by the customers abroad.
The foreign exchange earnings and outgo of the Company during the year
under review were NIL and Rs. 15.99 crore as compared to NIL and Rs.
5.33 crore in the previous year respectively.
SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals that would
impact the going concern status and Company's operation in future.
PREVENTION OF SEXuAL HARASSMENT AT WORKPLACE
The Company had formulated and adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. Further during the year under review, no case/complaints
pursuant to the same were reported to the Board.
ACKNOWLEDGEMENTS
Your Directors wish to express their sincere appreciation for the
co-operation received from the financial institutions, banks,
government authorities, customers, vendors and suppliers during the
year under review. Your Directors also wish to place on record their
deep sense of appreciation for the significant contribution made by
each & every employee of the Company. The Directors are also thankful
to depositors and all other stakeholders for their continued patronage.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
FOR UNITECH LIMITED
Ramesh Chandra
Chairman
DIN: 00004216
Place: Gurgaon
Date: 13th August, 2015
Mar 31, 2014
Dear Members,
The Company''s Directors are pleased to present the 43rd Annual Report
and the Audited Financial Statements of the Company for the year ended
31st March, 2014.
FINANCIAL RESULTS
The Financial Performance of the Company for the year ended 31st March,
2014 is summarized Below
(Figures in Rs. million)
2013-14 2012-13
Total income 21525.65 15264.44
Less: Operating 17459.26 9500.67
Expenses
Profit before
Interest, 4066.39 5763.77
Depreciation,
extraordinary
items
and Tax
Less: i) Intere 2742.22 3043.86
ii) Depreciation 65.65 2807.87 55.98 3099.84
Profit before 1258.52 2663.93
extraordinary items
and Tax
Less: Extraordinary 0.00 345.00
Item
Profit before Tax 1258.52 2318.93
Less: Provision
for Tax
i) Current 520.32 980.33
ii) Earlier
year Tax 0.00 85.19
iii) Deferred (50.48) 469.84 (266.35) 799.17
Profit after Tax 788.68 1519.76
Balance carried over to 788.68 1519.76
Balance Sheet
FINANCIAL HIGHLIGHTS AND OPERATIONS
The total income of the Company for the year under review is Rs.
21,525.65 million. The Profit before tax stood at Rs. 1,258.52 million
and Profit after tax stood at Rs. 788.68 million. On consolidated
basis, the total income of the Company and its subsidiaries stands at
Rs. 30,999.07 million. The consolidated profit before tax (PBT) stood
at Rs. 1031.76 million and after tax (PAT) stood at Rs. 697.41
million. The earnings per share (EPS), on an equity share having face
value of Rs. 2/-, stands at Rs. 0.30 considering the total equity
capital of Rs. 5,232.60 million.
On consolidated basis, the real estate and related division contributed
Rs. 22,698.19 million in the revenues of the Company, whereas the
contribution from the Property Management business was Rs. 1,265.50
million and from the Transmission Towers business was Rs. 3,862.02
million. Hospitality and other segments contributed the balance
revenues of Rs. 1,507.47 million.
KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS
Some of the key highlights pertaining to the business of the Company,
including its subsidiaries and joint venture companies, for the year
2013-14 and period subsequent thereto are given hereunder:
New Project Launches and Sales
During the year 2013-14, your Company launched new projects totalling
an area of 5.81 million sqft across different cities in India. Of the
total area launched in 2013-14, 1.63 million sqft was launched in
Gurgaon, 2.37 million sqft in Noida and Greater Noida, 0.61 million
sqft in Chennai and 1.19 million sqft in other cities.
The Company recieved sales bookings for a total area of
2.33 million sqft during 2013-14 valued at INR 1502 Crores. In terms
of area sold, with a share of 42.0% Gurgaon had the largest share of
sales followed by Noida and Greater Noida with 36.3%, Kolkata with 8%
and Chennai with 4.9% share. Other cities contributed the balance. In
terms of segment wise sales, 73% of the area sold was from the
residential segment while 27% was from non-residential. However, the
non-residential segment has a higher average realization of INR 8,700
per sqft compared to the residential segment''s average realization of
INR 5,628 per sqft.
Project Execution and Delivery
Your Company delivered over 2.95 million sqft of completed property
during the year and handing over is in progress in 36 projects across
regions. The Company currently has nearly 100 ongoing projects covering
a total of 38.41 million sqft of area to be constructed and delivered
in the coming years. In order to efficiently execute the much higher
scale of projects across markets, the Company is substantially
upgrading its operations. In 2013-14, the Company also focused on its
construction division and expended a lot of effort into further
enhancing the Company''s internal execution capabilities.
More details about the business and operations of the Company are
provided in the Report on Management Discussion and Analysis forming
part of this Report.
DiViDEND
No dividend has been proposed for the year ended 31st March, 2014.
SUBSIDIARIES
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary Companies is attached to the accounts. In view
of the general exemption granted by the Ministry of Corporate Affairs
vide its circular No. 02/2011 dated 8th February, 2011, the audited
annual accounts and reports of Board of Directors and Auditors of
subsidiaries have not been annexed to this Annual Report. The Company
has complied with the requirements as prescribed under the said
circular.
The audited annual accounts and related information of the subsidiaries
will be made available, upon request by any member of the Company &
shall also be made available for inspection at the registered office of
the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of the Company are
prepared in accordance with the Accounting Standard (AS) 21 on
''Consolidated Financial Statements'' read with Accounting Standard (AS)
23 on ''Accounting for Investments in Associates'' and (AS) 27 on
''Financial Reporting of Interest in Joint Ventures'', notified under
Section 211(3C) of the Companies Act, 1956 read with Accounting
Standards Rules as applicable.
DIRECTORS
As per provisions of the Companies Act, 2013 and rules made thereunder,
Mr. G.R. Ambwani, Mr. Sanjay Bahadur, Mr. Ravinder Singhania and Mr.
Anil Harish are proposed to be appointed as Independent Directors
w.e.f. 1st April 2014, for consecutive period of five years, at the
ensuing Annual General Meeting.
As per Companies Act, 2013 now onwards Independent Directors are not
liable to retire by rotation whereas Mr. Ajay Chandra, Mr. Sanjay
Chandra and Ms. Minoti Bahri, Directors of the Company are liable to
retire by rotation. Ms. Minoti Bahri, Non-Executive & Non-Independent
Director, being longest in the office, retires at the ensuing Annual
General Meeting and being eligible offers herself for re-appointment.
The brief resume of the Directors being appointed/ re appointed, the
nature of their expertise in specific functional areas, names of
companies in which they hold directorships, committee memberships/
chairmanships, their shareholding etc. are furnished in the explanatory
statement to the notice of the ensuing Annual General Meeting.
The Directors recommend their appointment/re-appointment at the ensuing
Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 the Directors confirm that:
i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2014, the applicable accounting standards had been
followed alongwith proper explanation relating to material departures,
ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) the Directors had prepared the Annual Accounts on a going concern
basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated under
Listing Agreement is given separately forming part of this Report.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance and the certificate from M/s Sanjay
Grover and Associates, Company Secretaries confirming compliance with
the conditions of Corporate Governance forms part of this report.
AUDITORS AND AUDITORS'' REPORT Statutory
Auditors M/s. Goel Garg & Co.,
Chartered Accountants, retire as Auditors of the Company at the
conclusion of the ensuing Annual General Meeting and have confirmed
their eligibility and willingness to accept the office of the Auditors,
if re-appointed.
A) The Auditors'' in their Report to the members, have given one
qualified opinion and the response of your Directors with respect to it
is as follows:-
The advances of Rs. 7,718,890,401 (previous year Rs. 9,248,788,996)
were given in the normal course of business for the purchase of land,
projects pending commencement, joint ventures and collaborators. The
management has already recovered/ adjusted Rs. 8,355,415,561 during
last two years which itself reflects a significant reduction of around
52% in two years. Your management is confident of recovering/ adjusting
the balance advances within reasonable time.
B) The Auditors'' in their report to the members, have stated two
"Emphasis of matter" and the response of your Directors on them are as
follows:-
Response to Point (i)
* The management does not consider any adjustment in respect of the
balance of short term loans aggregating to Rs. 4,296,647,377 and
investments aggregating to '' 275,323,078 because the matters are
sub-judice and the management is hopeful of recovery of the same.
Response to Point (ii)
* The Committee of Directors accorded its consent for closure of Branch
Office at Singapore in its
meeting dated 4th March, 2014. Currently there is no employee in
Singapore branch. However, management is taking due care to get
accounts of Singapore branch audited.
C) Further, the Board also gives the following explanations, on the
comments of the Auditors'' in the Annexure to Auditors'' Report to the
members:-
* Refer point (vi) of the Annexure to the Auditors'' Report to the
members - The Real Estate sector, as a whole, is passing through
testing times and the Company is also facing this heat. As a result,
there was non-maintenance of liquid assets as required vide provisions
of Rule 3A of Companies (Acceptance of Deposits) Rules, 1975. However,
the Company''s endeavor is to comply and maintain liquid assets to the
prescribed requirement. Further, we state that the Company has issued
cheques to all the deposit holders whose deposits were matured on or
before 31st March, 2014 but remained uncleared in the Bank
Reconciliation for which the Company is taking necessary steps.
* Refer point (xi) of the Annexure to the Auditors'' Report to the
members -
Your Company is recovering from a very challenging phase which has
affected its cash-flows, creating temporary mismatch and the stretched
liquidity positions during the previous year. It is therefore, during
the said previous year, there were delays in timely repayment of dues
(including interest) in respect of term loans and non-convertible
debenture to Banks and financial institutions. We have been able to
service project-linked loans with escrow arrangements. It is further
submitted that the things are slowly witnessing improvements and your
Company is regularizing the payments and is also exploring various
options of discharging the said liabilities. Your company is committed
to better times ahead and is hopeful of an improved business prospects
in coming years.
Branch Auditors
During the year, the Board has decided and accorded its consent for the
closure of Dubai and Singapore Offices.
Pursuant to resolution approved by members in their 42nd Annual General
Meeting, the Board shall appoint/ re-appoint, the Auditors for Libya
Branch Office after consultation with the Statutory Auditors.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTIoN
Since the Company does not own any manufacturing facility, the
requirements pertaining to disclosure of particulars relating to
conservation of energy, research anddevelopment and technology
absorption, as prescribed under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are not
applicable.
FIXED DEPOSITS
Your Company has Fixed Deposits to the tune of Rs. 6,030.67 million as
on 31st March, 2014. 2335 deposits aggregating Rs.115.37 million were
due for renewal/repayment on or before 31st March, 2014 against which
no communication was received from the deposit holders.
PARTICULARS OF EMPLOYEES
Statement of particulars of employees as required under Section 217
(2A) of the Companies Act, 1956 and rules framed thereunder forms part
of this report. However, in pursuance of Section 219(1)(b)(iv) of the
Companies Act, 1956, this report is being sent to all shareholders of
the Company, excluding the aforesaid information and the said
particulars are made available at the Registered Office of the Company.
The members interested in obtaining such particulars may write to the
Company Secretary at the Registered Office of the Company.
ACKNOLEDGEMENTS
The Directors wish to place on record their deep sense of appreciation
of the significant contribution made by each & every employee of the
Company. The Directors are also thankful to depositors and all other
stakeholders for their continued patronage.
For and on behalf of the Board of Directors
Ramesh Chandra
Chairman
Place: Gurgaon
Date: 28th May, 2014
Mar 31, 2013
Dear Members,
The Directors are pleased to present the 42nd Annual Report of your
Company for the financial year ended 31st March, 2013.
FINANCIAL RESULTS
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Figures in Rs. million)
Particulars 2012-13 2011-12
1 Total Income 15,264.44 17,765.91
Less. Operating Expenses 9,500.67 10,307.72
2 Profit before Interest,
Depreciation, Extraordinary
Items and Tax 5,763.77 7,458.19
Less: i) Interest 3,043.86 2,799.35
ii) Depreciation 55.98 3,099.84 67.76 2,867.11
3 Profit before Extraordinary
Items and Tax 2,663.93 4,591.08
Less: Extraordinary Item 345.00 -
4 Profit before Tax 2,318.93 4,591.08
Less: Provision for Tax
i) Current 980.33 1,350.45
ii) Earlier year Tax 85.19 (2.84)
iii) Deferred (266.35) 799.17 (23.64) 1,323.97
5 Profit after Tax 1,519.76 3,267.11
6 Balance Carried over to
Balance Sheet 1,519.76 3,267.11
FINANCIAL HIGHLIGHTS AND OPERATIONS
The total income of your Company for the year under review is Rs.
15264.44 million. The Profit before tax stood at Rs.2,318.93 million
and Profit after tax for the year under review stood at Rs.1,519.76
million. On consolidated basis, the total income of your Company and
its subsidiaries stands at Rs. 26,293.00 million. The consolidated
profit before tax (PBT) stood at Rs. 3,419.25 million. The consolidated
profit after tax (PAT) stood at Rs.2,095.68 million. The earnings per
share (EPS), on an equity share having face value of Rs.2/-, stands at
Rs. 1.20 considering the total equity capital of Rs.5,232.60 million.
On consolidated basis, the real estate and related division contributed
Rs. 18,928.65 million in the revenues of your Company for the year,
whereas the contribution from the Property Management business was Rs.
1,278.39 million and from the Transmission Towers business was
Rs.2,678.99 million. Hospitality and other segments contributed the
balance revenues.
KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS
Some of the key highlights pertaining to the business of your Company,
including its subsidiaries and joint venture companies, for the year
2012-13 and period subsequent thereto are given hereunder:
New Project Launches and Sales
During the year 2012-13, your Company launched new projects totalling
an area of 3.98 million square feet across different cities in India.
Of the total area launched in 2012-13, 0.44 million sqft was launched
in Gurgaon, 2.17 million sqft in Noida and Greater Noida, 0.21 million
sqft in Chennai, and 1.06 million sqft in other cities.
The Company received sales bookings for a total area of 5.47 million
sqft during 2012-13 valued at Rs. 28,060 million. In terms of area
sold, with a share of 50%, Noida and Greater Noida had the largest
share of sales followed by Gurgaon with 14%, Chennai with 13%, and
Kolkata with 10%. Other cities contributed the balance.
In terms of segment wise sales, 92% of the area sold was from the
residential segment while 8% was from non-residential. However, the
non-residential segment has a higher average realization of Rs.12,748
per sq feet compared to the residential segment''s average realization
of Rs.4,440 per sq feet.
Commercial Leasing Business
A total of approximately 0.85 million sqft of space was leased out
during 2012-13 in the IT/ITeS projects that are being developed by the
Company in Gurgaon, Noida & Kolkata. With this the total leased area
has increased to 6.88 million sqft.
Project Execution and Delivery
Your Company delivered over 3 million sqft of completed property during
the year. The Company currently has nearly 100 ongoing projects
covering a total of 38.34 million sqft of area to be constructed and
delivered in the coming years. In order to efficiently execute the much
higher scale of projects across markets, your Company had to
substantially upgrade its operations. In 2012- 13, a lot of effort has
gone into further enhancing the Company''s internal execution
capabilities.
More details about the business and operations of your Company are
provided in the Report on Management Discussion and Analysis forming
part of this Report.
DIVIDEND
Your Directors have not recommended any dividend for the year ended
31st March, 2013.
SUBSIDIARIES
In view of the general exemption granted by the Ministry of Corporate
Affairs, the annual accounts of subsidiary companies are not required
to be attached to your Company''s Accounts.
The Board of Directors of your Company in their meeting held on 30th
May, 2013 has given their consent, for not attaching the Annual
Accounts of the Subsidiary Companies with that of the Company.
Accordingly, annual financial statements of the Subsidiary Companies
and other documents required to be attached under section 212(1) of the
Companies Act, 1956 to the Balance Sheet of the Company are not
attached. However, these documents shall be made available upon request
by any member of the Company interested in obtaining the same and shall
also be kept for inspection at the Registered Office of your Company
and that of Subsidiary Companies concerned. Further, the financial data
of the Subsidiary Companies has been furnished along with the statement
pursuant to Section 212 of the Companies Act, 1956 forming part of this
Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of your Company are
prepared in accordance with the Accounting Standard (AS) 21 on
''Consolidated Financial Statements'' read with Accounting Standard
(AS) 23 on ''Accounting for Investments in Associates'' and (AS) 27
on ''Financial Reporting of Interest in Joint Ventures'', notified
under Section 211(3C) of the Companies Act, 1956 read with Accounting
Standards Rules as applicable.
DIRECTORS
In accordance with the relevant provisions of the Companies Act, 1956
and Article 101 of the Articles of Association of the Company, Mr.
Ravinder Singhania and Dr. P.K. Mohanty, Independent Directors of the
Company are liable to retire by rotation at the ensuing Annual General
Meeting and, being eligible, have offered themselves for
re-appointment. The Company has received Form DD-A from these Directors
as required under the Companies (Disqualification of Directors under
Section 274(1)(g) of the Companies Act, 1956) Rules, 2003.
Further the approval of Shareholders pursuant to Section 269 of the
Companies Act, 1956 read with Schedule XIII thereof, is sought for the
re-appointment of Mr. Ramesh Chandra as an Executive Chairman; Mr. Ajay
Chandra and Mr. Sanjay Chandra as Managing Directors of the Company on
revised remuneration for a period of five years w.e.f from 1st January
2014.
The brief resume and other details of the above directors, as
stipulated under Clause 49(IV)(G) of the Listing Agreement, are
furnished in the Corporate Governance Report forming part of this
Annual Report.
Appropriate resolutions seeking your approval to the aforesaid
re-appointments are appearing in the Notice convening the 42nd Annual
General Meeting of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 your Directors confirm that:
i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2013, the applicable accounting standards had been
followed alongwith proper explanation relating to material departures;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of your Company at the end of the financial year and of the profit of
your Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
irregularities;
iv) the Directors had prepared the Annual Accounts for the financial
year ended 31st March, 2013 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is given separately forming part of this Report.
REPORT ON CORPORATE GOVERNANCE
The detailed Report on Corporate Governance and the certificate from
M/s Sanjay Grover and Associates, Company Secretaries regarding
compliance with the conditions of Corporate Governance forms part of
this report.
AUDITORS AND AUDITORS'' REPORT Statutory Auditors
The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office
until the conclusion of the ensuing Annual General Meeting and being
eligible are recommended for re-appointment. A certificate from the
auditors has been received to the effect that the re-appointment, if
made, would be in accordance with Section 224(1B) of the Companies Act,
1956.
A) The Auditors'' in their Report to the members, have given one
qualified opinion and the response of your Directors with respect to it
is as follows:-
The advances of Rs.9,248,788,996 (previous year Rs.16,074,305,962) were
given in the normal course of business for the purchase of land,
projects pending commencement, joint ventures and collaborators. The
management is confident of recovering/ adjusting the balance advances
in due course.
B) The Auditors'' in their report to the members, have stated two
"Emphasis of matter" and the response of your Directors on them are
as follows:-
Response to Point (i)
- The management does not consider any adjustment in respect of the
balance of short term loans aggregating to Rs.3,674,531,405 and
investments aggregating to Rs. 273,980,098 because the matters are
sub-judice and the management is hopeful of recovery of the same.
Response to Point (ii)
- As already explained in the said "emphasis of matter" itself,
the management is not currently in a position to ascertain how and in
which group Company the obligation is likely to devolve and thus, the
consequent impact, if any, on the financial statements, in future, of
the Company or affiliate/associate, as the case may be, is currently
not ascertainable. Further, in event of settlement not going through
between the Company and Telenor Asia Pte. Ltd. as explained in Note 49
to the financial statements, the impact, if any, on the financial
statements is also currently not ascertainable.
C) Further, the Board also gives the following explanations, on the
comments of the Auditors'' in the Annexure to Auditors'' Report to
the members:-
- Refer point (vi) of the Annexure to the Auditors'' Report to the
members - The year gone by witnessed slow and much needed recovery for
the real estate sector, where, on one hand the liquidity positions
improved (more particularly due to ease in financing from Banks/FIs to
real estate sector), on the other hand the inflation rate declined,
thereby giving an impetus to the sector as a whole. Consequently, as
compared to the previous years, the performance of your Company and its
liquidity positions, during the year, improved. Therefore, from 31st
December, 2012 onwards, there were no delays in repayment of matured
and claimed deposits accepted by the Company; also the Company duly
maintained the required mandatory investments under Rule 3A of the
Companies (Acceptance of Deposit) Rules, 1975 in the last quarter of
the financial year 2012-13.
- Refer point (xi) of the Annexure to the Auditors'' Report to the
members -As already explained in the preceding paragraph, your Company
is recovering from the tough times in the recent past and the liquidity
positions are also slowly witnessing improvements. It is therefore,
during the previous year, there still were delays in repayments of dues
(including interest) to Banks and Financial Institutions. But your
Company is committed for better times ahead and is hopeful of an
improved business prospects in coming years.
Further, in respect to the delays in the repayment of dues to debenture
holders, it is submitted that these debentures have already been
restructured/ rescheduled during the year and the delays in repayments
are attributable to the procedure part.
Branch Auditors
Pursuant to Section 228(3)(a) and other applicable provisions, if any,
of the Companies Act, 1956 and subject to the approval of shareholders
in the General Meeting, the accounts of a branch can be audited
otherwise than by the Company''s auditors and the Board of Directors,
in consultation with the Company''s auditors, can appoint such branch
auditors.
Accordingly the approval of the shareholders is sought to authorize the
Board of Directors of your Company to appoint, in consultation with the
Statutory Auditors of the Company, any person other than the Statutory
Auditors, the Auditors for any branch office of your Company, which is
already opened or is to be opened.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Since your Company does not own any manufacturing facility, the
requirements pertaining to disclosure of particulars relating to
conservation of energy, research & development and technology
absorption, as prescribed under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are not
applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is engaged in developing/constructing residential and
commercial properties in India and selling the immovable properties to
customers in India and abroad. Your Company receives remittances of
sale consideration for immovable properties located in India, purchased
by the customers abroad.
The foreign exchange earnings and expenditures of the Company during
the year under review were Rs.207.34 million and Rs.175.68 million as
compared to Rs.45.98 million and Rs.87.81 million in the previous year
respectively.
FIXED DEPOSITS
Your Company has Fixed Deposits to the tune of Rs. 5,963.20 million as
on 31st March, 2013. 2072 deposits aggregating Rs.100.08 million were
due for renewal/repayment on or before 31st March, 2013 against which
no communication was received from the deposit holders.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of employees forms a part of this
report. However, as per the provisions of Section 219(l)(b)(iv) of the
Companies Act, 1956, the Directors'' Report and the Accounts are being
sent to all members of the Company excluding the aforesaid information.
Any member interested in obtaining such particulars may write to the
Company Secretary at the registered office of the Company. This
statement shall also be available for inspection at the registered
office of the Company during the working hours prior to the date of the
Annual General Meeting and will also be available for inspection at the
meeting.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
cooperation and assistance received from its bankers, financial
institutions, government as well as non-government agencies.
Your Directors also wish to place on record their deep sense of
appreciation to the contribution made by employees, customers, clients,
vendors and other business associates for their continued trust,
cooperation and support. Your Directors are thankful to the
shareholders and deposit holders for their continued patronage.
For and on behalf of the Board of Directors
Ramesh Chandra
Chairman
Place: Gurgaon
Date: 30th May, 2013
Mar 31, 2012
To the Members,
The Directors have pleasure in presenting the 41st Annual Report of
your Company, together with the Audited Accounts for the year ended
31st March, 2012.
FINANCIAL RESULTS
Your Company's performance during the year as compared with that during
the previous year is summarized below:
(Figures in Rs. millions)
Particulars 2011-12 2010-11
1. Total Income 17,765.91 23,772.38
Less: Operating Expenses 10,307.72 12,969.66
2. Profit before Interest and
Depreciation 7,458.19 10,802.72
Less:i) Interest 2,799.35 3,454.20
ii) Depreciation 67.76 2,867.11 66.79 3,520.99
3. Profit before Tax 4,591.08 7,281.73
Less: Provision for Tax
i) Current 1,350.45 2,200.00
ii) Earlier year Tax (2.84) -
iii) Deferred (23.64) 1,323.97 (19.08) 2,180.92
4. Profit after Tax 3,267.11 5,100.81
Add/(Less):
i) Balance of Profit as
per last Balance Sheet 28,222.85 18,348.70
ii) Transfer from Debenture
Redemption Reserve 700.00 5,160.00
iii) Proposed Dividend and
Dividend Distribution
Tax written back 304.07 29,226.92 - 23,508.70
Balance available for
appropriation 32,494.03 28,609.51
5. Appropriations
i) Proposed Dividend - 261.63
ii) Tax on Dividend - 42.44
iii) Transfer to General Reserve - 64.15
iv) Dividend paid for
earlier years - 18.44
v) Balance carried over
to Balance Sheet 32,494.03 28,222.85
32,494.03 28,609.51
FINANCIAL HIGHLIGHTS AND OPERATIONS
The total income of your Company for the year under review is Rs.1776
5.91 million. The profit before tax stood at Rs. 4591.08 million and
profit after tax for the year under review stood at Rs. 3267.11 million.
On consolidated basis, the total income of your Company and its
subsidiaries stands at Rs. 26299.11 million. The consolidated profit
before tax (PBT) stood at Rs. 4358.06 million. The consolidated profit
after tax (PAT) stood at Rs. 2462.15 million. The earning per share
(EPS), on an equity share having face value of Rs. 2/-, stands at Rs. 0.91
considering the total equity capital of Rs. 5232.60 million.
On consolidated basis, the real state and related division contributed
Rs. 20193.88 million in the revenues of your Company for the year,
whereas the contribution from the Property Management business was Rs.
1176.05 million and from the Transmission Towers business was Rs. 2008.38
million. Hospitality and other segments contributed the balance
revenues.
KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS
Some of the key highlights pertaining to the business of your company,
including its subsidiaries and joint venture companies, for the year
2011-12 and period subsequent thereto are given hereunder:
- New Project Launches and Sales
During the year 2011-12, your Company launched new projects totaling an
area of 7.81 million square feet across different cities in India. Of
the total area launched in 2011- 12, 2.23 million sqft was launched in
Gurgaon, 1.58 million sqft in Noida and Greater Noida, 1.75 million
sqft in Chennai, and 2.24 million sqft in other cities.
The Company received sales bookings for a total area of 7.19 million
sqft during 2011-12 valued at Rs. 3808 crore. In terms of area sold,
with a share of 32%, Gurgaon had the largest share of sales followed by
Noida and Greater Noida with 24%, Chennai with 17%, and Kolkata with
9%. Other cities contributed the remaining18%.
In terms of segment wise sales, 88% of the area sold was from the
residential segment while 12% was from non- residential. In value
terms, share of non-residential segment was slightly higher at 24% due
to higher average realization of Rs. 10828 per sqft as compared to an
average realization of Rs. 4564 per sqft of residential segment.
- Commercial Leasing Business
A total of approximately 0.94 million square feet of space was leased
out during 2011-12 in the IT/ITeS projects that are being developed by
the Company in Gurgaon, Noida & Kolkata. With this the total leased
area has increased to 6.03 million sqft.
- Project Execution and Delivery
Unitech delivered 3.4 million sqft of completed property during the
year. The Company currently has nearly 100 ongoing projects covering a
total of approx. 40 million sqft of area to be constructed and
delivered in the coming years. In order to efficiently execute the much
higher scale of projects across markets, Unitech had to substantially
upgrade its operations. In 2011-12, a lot of effort has gone into
further enhancing the Company's internal execution capabilities.
- Scheme of Arrangement
The petition filed with the Hon'ble High Court of Delhi, New Delhi, for
the approval of the scheme of arrangement under section 391- 394 of the
Companies Act, 1956 for the amalgamation of two wholly owned
subsidiaries of the Company i.e. Aditya Properties Private Limited and
Unitech Holdings Limited with the Company and for the De-merger of
infrastructure undertaking (post- merger) of Unitech Limited into its
wholly owned subsidiary i.e. Unitech Infra Limited, was withdrawn by
the Company.
- More details about the business and operations of your Company are
provided in the Report on Management Discussion and Analysis forming
part of this Report.
DIVIDEND
No Dividend was recommended by your Directors for the year ended 31st
March, 2012.
SUBSIDIARIES
There are 272 Subsidiary Companies as on 31st March, 2012. The
financial details of the subsidiary companies as well as the extent of
holding therein are provided in a separate section of this Annual
Report.
The Ministry of Corporate Affairs has, vide General Circular No. 2/2011
dated 8th February, 2011, granted general exemption for not attaching
the annual accounts of the subsidiary companies with the annual
accounts of holding company.
Pursuant to the said Circular, the Board of Directors of your Company
in their meeting held on 14th August, 2012 has given their consent, for
not attaching the Annual Accounts of the Subsidiary Companies with that
of the Holding Company. Accordingly, Balance Sheet, profit & Loss
Account, Directors' Report and Auditors' Report of the Subsidiary
Companies and other documents required to be attached under section
212(1) of the Companies Act, 1956 to the Balance Sheet of the Company,
shall not be attached. However, these documents shall be made available
upon request by any member of the Company interested in obtaining the
same and shall also be kept for inspection at the Registered Office of
your Company and that of Subsidiary Companies concerned. Further, the
financial data of the Subsidiary Companies has been furnished along with
the statement pursuant to Section 212 of the Companies Act, 1956
forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of your Company are
prepared in accordance with the Accounting Standard AS-21 on
Consolidated Financial Statements read with Accounting Standard AS-23
on Accounting for Investments in Associates and AS-27 on Financial
Reporting of Interest in Joint Ventures and forms part of this Annual
Report.
DIRECTORS
In accordance with the relevant provisions of the Companies Act, 1956
and Article 101 of the Articles of Association of the Company, Mr. Anil
Harish and Ms. Minoti Bahri, Directors are liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, have offered
themselves for re-appointment. The brief resume and other details of
the above directors, as stipulated under Clause 49(IV)(G) of the
Listing Agreement, are furnished in the Corporate Governance Report
forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
directors, based on the information and representations received from
the operating management, confirm that:
i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed with proper explanation relating to material departures, if
any;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of Affairs
of your Company at the end of the financial year and of the profit of
your Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
irregularities;
iv) the Directors have prepared the Annual Accounts for the financial
year ended 31st March, 2012 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the Stock Exchanges is given
separately forming part of this Report.
REPORT ON CORPORATE GOVERNANCE
Committed to good corporate governance practices, your company fully
conforms to the standards set out by the Securities and Exchange Board
of India and other regulatory authorities and has implemented and
complied with all of its major stipulations. The requisite Certificate
issued by M/s. Sanjay Grover and Associates, Company Secretaries
confirming compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement, is attached to
this report.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office
until the conclusion of the ensuing Annual General Meeting and being
eligible are recommended for re-appointment. A certificate from the
auditors has been received to the effect that the re-appointment, if
made, would be in accordance with Section 224(1B) of the Companies Act,
1956.
A) The Auditors, without qualifying the Auditors' Report, have drawn
attention on few items and the responses of your Directors on them are
as follows:
- Refer point 6(i) of the Auditors' report to the members à 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 à 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 à 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 à 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 à 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