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Directors Report of Unity Infraprojects Ltd.

Mar 31, 2016

Dear Stakeholders,

The Directors have pleasure in presenting their 19th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2016.

1. GENERAL OUTLOOK OF INDUSTRY AND ECONOMY AND FINANCIAL PERFORMANCE:

During the year under review, the Company has been facing tight liquidity position arising out of overall deceleration in the economy, lower industrial growth, delayed or indecisions at various governments’ clients'' level affecting the project progress and project variations. The liquidity crisis arising out of delayed and withheld payments resulted in higher debts. This necessitated re-assessment of jobs considering the delays in project execution on account of funding difficulty. Many of the jobs turned negative on increased costs due to time and cost overruns on account of unfavorable working capital cycle arising out of increased inventory and outstanding receivables, which in accordance with Accounting Standard 7 required upfront recognition of the project loss. The company is making all measures to overcome those constraints by either terminating or foreclosure of the contracts, speeding up the execution of works which are on the verge of completion, making claims and claiming cost escalation or cost overruns wherever the contract agreements permits etc

With a new and progressive government at the Centre, the situation is likely to improve. With the Government''s helping hand and positive attitude, we look forward to a phased economic revival and boosting of business confidence due to hard policy decisions. We are hoping the government will come up with a clear cut roadmap for implementing the policies.

During the period under review, the Turnover of the Company on a Standalone basis stood at Rs.226.14Crore, as compared to Rs.771.5Crore during the previous year. The Company posted a Net Loss after Tax of Rs.554.57Crore during the year ended 31st March, 2016 as against a Net Loss After Tax of Rs.340.06Crore during the previous year ended 31st March,2015.

On a Consolidated basis, the Turnover of Group stood at Rs.324.84Crore as compared to Rs.1098.07Crore for the previous year. The Group posted a Net Loss after Tax of Rs.554.57 Crore during the year ended 31st March, 2016, as against a Net Loss After Tax of Rs.341.71 Crore during the previous year ended 31st March, 2015.

The Order book as on 31st March, 2016 stood at Rs.1589.13 Crore

2. DIVIDEND:

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

2016 in view of the losses incurred and need to conserve resources of the Company. The Company is also required to seek prior approval of the Lenders for declaration of dividend, in terms of the Corporate Debts Restructuring Package.

3. OPERATIONS:

It is pertinent to note that completion of ongoing projects have been funded by the Corporate Debt Restructuring (CDR) Package sanctioned to the Company in December 2014. However, the sanction of CDR Package, post the referral to CDR forum, and consequent release of part of additional exposure under CDR Package happened with delay which resulted in further delay in completion of the balance project. The delay in release of working capital facilities had impacted the cash flow generation of the Company.

The financial closure of three projects was done by the Company. The documents for the same were executed in the year 2013-14. But, subsequent to the execution of the documents, some of the lenders of Consortium of Bank has backed out from the financial closure. No new lender had shown interest in the project. One of the Road project has been foreclosed by the NHAI and other is likely to be terminated.

Under the CDR Package, further funds in the form of equity/preference shares/unsecured loan etc., has been infused by the promoters and also the Company is seeking potential investment sources.

4. SHARE CAPITAL:

During the period under review there is no change in the Authorized Capital of the Company. The Authorized Share Capital is Rs.35Crore.

In terms of CDR Package and CDR LOA dated 26.12.2014, the Promoter/Promoter Group Company, was required to make contribution by way of equity and/or unsecured (subordinate) loans of Rs.72.71 crores. Avarsekar & Sons Private Limited, a Promoter Group Company brought in the said contribution against which 2,64,20,784 equity shares of Rs.2/- each fully paid up at a price of Rs.27.52 per share were allotted to ASPL. Till 31st March, 2016, 2,03,68,638 equity shares of Rs.2/- each fully paid up at a price of Rs.27.52 per share were allotted to CDR Lenders against conversion of interest on FITL for the period from 1st January ,2014 to 31st March, 2016 aggregating to Rs.56,05,44,918/-. The equity share capital of the Company was enhanced from Rs.14,81,74,760/- to Rs.24,17,53,604/-.

The equity shares were later admitted for listing and trading on both the stock exchanges i.e. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

The Company has not issued any shares with differential voting rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management''s Discussion and Analysis is set out in a separate section forming part of the Annual Report attached herewith as Annexure A. Certain statements in the said report may be forward looking , Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

6. SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31, 2016 your Company has 8 direct Subsidiaries, 9 step down Subsidiaries and 11 Associate Companies. There has been no material change in the nature of the business of the Company and its subsidiaries.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.unityinfra.com.

A statement containing salient features of the financial statements of these companies as required to be provided under section 129(3) of the Act, are enclosed herewith in the specified form, as Annexure B. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. Any member intends to have a certified copy of the Balance Sheet and other financial statements of these subsidiaries may write to the Company Secretary. These documents are available for inspection during business hours at the registered office of the Company and that of the respective subsidiary companies.

7. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP):

7.1 Appointments by rotation

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Mr.Chaitanya Joshi and Mr. Dinesh Joshi, Directors of the Company will retire by rotation at this meeting and being eligible, your Board recommends their re- appointment. Details of the directors seeking re-appointment at this meeting have been given in the notice of the meeting.

7.2 Key Managerial Personnel:

Mr. Kishore K Avarsekar Chairman and Managing Directors ,Mr.Abhijit K. Avarsekar , Vice Chairman and Managing Director & Chief Executive Officer (CEO), Mr. Madhav G. Nadkarni Chief Financial Officer and Mr.Prakash B. Chavan, Group Company Secretary and Head - Legal are Key Managerial Personnel of the Company.

8. MEETING OF THE BOARD:

Eight (8) Board Meetings were held during the financial year ended 31st March, 2016. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

9. INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in of Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 of the Listing Agreement with the Stock Exchanges.

An exclusive meeting of the Independent Directors of the Company has been held on 12th February, 2016 which was attended by all the Independent Directors. They have reviewed the performance of the non-independent directors and the Board as a whole, performance of chairperson and quality of information to the Board as provided under Schedule IV of the Companies Act, 2013.

The Company has adopted a program on familiarization of Independent Directors with the

Company, their roles, rights, responsibilities in the Company, nature of business and the industry in which the Company operates among other things.

10. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/ Members

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals/KRA and achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

11. AUDIT COMMITTEE:

The Audit Committee re-constituted w.e.f. 3.12.2015 which consists of Mr. Abhijit K Avarsekar Vice Chairman and Managing Director and all Independent Directors with Mr. Dinesh Joshi as Chairman and Mr.Girish Gokhale, Mr. Chaitanya Joshi (w.e.f. 31st July, 2015) as members. The Committee interalia reviews the Internal Control System, Reports of Internal Auditors and Compliance of various regulations. The Committee also reviews at length the financial statements before they are placed before the Board.

12. VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) &

(10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for directors, employees and other stakeholders to report genuine concerns has been established.

The same is also uploaded on the website of the Company.

13. INTERNAL CONTROL SYSTEMS:

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization’s pace of growth and increasing complexity of operations. The internal auditor’s team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

14. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is not a new term for UNITY. K K Group of Companies has been carrying out CSR activities since 2010 and focusing on three major areas - Education, Healthcare and Rural Development. During the year 2011 the Company has incorporated a separate entity under section 25 of the Companies Act, 1956 in the name of UNITY CSR Foundation.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2016 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C.

Since, there are no average net profits for the Company during the previous three financial years, there are no specific funds that are required to be set aside and spent by the Company during the year under review. But the Company arrange funds to continued the ongoing CSR projects undertaken by the Company. Members can access the CSR Policy on the website.M

1 5. POLICY ON NOMINATION AND REMUNERATION:

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report.

16. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business and were within the limits and terms and conditions approved by the Shareholders of the Company in its Extra-ordinary General Meeting held on 28th February, 2015. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. The policy on Related Party Transactions as approved by the Board of Directors is available on the Company''s website i.e. www.unityinfra.com

Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature.

The related party transactions are entered into based on considerations of various business exigencies such as synergy in operations, profitability, legal requirements, liquidity, resources availability etc of related parties. All related party transactions are intended to further the Company''s interests.

17. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The requisite certificate from M/s. Snehal Raikar & Co,. Practicing Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

18. FIXED DEPOSITS:

In F.Y. 2015-16, the Company has not accepted/ renewed any deposits. As on 31st March, 2016, there were unclaimed deposits amounting to Rs.2554.64 and interest on deposits amounting to Rs.92,253.00. There has been no default in repayment of deposits or interest thereon. The Company has repaid entire amount of public deposit as on 31st March, 2015.

19. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532746 and on the National Stock Exchange of India Limited (NSE) with scrip code of UNITY. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2016-17 have been paid.

20. LOAN, GUARANTEE OR INVESTMENTS:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 is given as Annexure E.

21. AUDITORS:

(a) (i) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. C. B. Chhajed & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the F. Y. 201617, as approved by the members at their 17th Annual General Meeting held on 8th September, 2014.

Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the F. Y. 2016-17.

(ii) Consolidated Financial Statements:

The Consolidated Financial Statement does not include financial statement of two associate companies which are not under our control and five loss making joint ventures in which there is no any activities. The major JV partner did not provide required information and as such total assets as on 31st March, 2016 and Total Revenue on that date could not be ascertained.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Snehal Raikar & Co., Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the F.Y. 2016-17 under the provisions of section 204 of the Companies Act, 2013 and the Rules made there under. The Secretarial Auditor Report of M/s. Snehal Raikar & Co., Practicing Company Secretaries in form MR-3 for the financial year ended 31st March, 2016 is enclosed to this report as Annexure F.

The Board in its meeting held on 11th May 2015 on the recommendations of the Audit Committee had approved appointment of M/s. Snehal Raikar& Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for audit of the secretarial and related records of the Company for the financial year ending 31st March 2016. The Company has received consent letter from M/s. Snehal Raikar & Co., Practicing Company Secretaries, for their appointment.

(c) Cost Auditors:

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on 27th May, 2015 had reappointed M/s Ashwin Solanki & Associates, Cost Accountants as Cost Auditors of the Company for the FY 201516. M/s Ashwin Solanki & Associate, Cost Accountant despite having issued certificate stating that Cost record has been maintained by the Company, they could not submit their Cost Audit Report for the year 2014-15. Vide their Resignation Letter dated April 15, 2016 they informed to the Company that they have resigned as Cost Auditors for the year 2014-15 and 201516. The Board of Directors of the Company at its meeting held on 13th May, 2016 had appointed M/s Gangan & Co., Cost Accountants, as Cost Auditors of the Company for the FY 2014-15 and 2015-16 on the same remuneration. The appointment as Cost Auditors is till the expiry of 180 days from the closure of the financial year ending 31st March 2016 or till the submission of the Cost Audit Report for the financial year 2015-16 in the prescribed format to the Board, which ever is earlier.

ln terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members.

Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for FY 2014-15 and 2015-16.

(d) Internal Auditors:

The Board of Directors has appointed M/s.

H. Y Pancha & Associates, Chartered Accountants as Internal Auditors of the Company for the F.Y. 2016-17.

There are qualifications, reservation, adverse remark or disclaimer by the Secretarial Auditor in their Secretarial Audit Report and explanation or comments of the Board in this matter is given in point 22. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

22. DIRECTORS EXPLANATION ON AUDITOR''S AND SECRETARIAL REPORTS:

Directors explanation on the Auditors comments on the financial statements (both on Standalone and Consolidated) for the year ended 31st March,2016 as set out in their respective auditors reports of 30th May, 2016 is as follows:

(i) With reference to clause (a) of the "Basis of Qualified Opinion" in the Audit Reports on the Standalone Financial Statements wherein the auditors have opined that the Company has during the year after 1st April 2015 taken loans/advances from ten parties is deemed as public deposit in terms of Section 73 of the Companies Act, 2013 which amounts to violation under the Act. The Board would like to inform you that as explained in Note 6 of the Standalone Financial Statements the loan was taken to meet the urgent working capital requirements from four associate companies amounting to Rs.2290.15lakhs which is accumulated amount since financial year 2013-14. Being as associate companies, the management is in discussion with such companies for reduction /waiver of interest in respect of such unsecured loan and arrange for repayment in phase manner.

(ii) With reference to clause (b) of the "Basis of Qualified Opinion" in the Audit Reports on the Standalone Financial Statements wherein the auditors have opined that the Company has during the year after 1st April 2015 granted unsecured loans and given advances aggregating to Rs.1477.39lakhs to four related parties covered under Section 185 of the Companies Act, 2013. The Board would like to inform you that as explained in Note 12 of the Standalone Financial Statements, the loan was given as a business exigency and in the ordinary course of business. The said transaction amounted to giving of loan by the Company to the related parties in the ordinary course of business. Being subsidiary / associate companies, the management is in discussion with such companies for recovery of such unsecured loan.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including Audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, with respect to the Directors'' Responsibilities Statement, it is hereby confirmed that;

i) in the preparation of the annual accounts for the financial year ended March 31,2016, the applicable Accounting Standards have been followed along with proper explanations 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 as at March 31, 2016 and of the profit or loss of the Company for the said period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts for the financial year ended March 31, 2016 on a "going concern" basis;

v) they have laid down internal financial controls in the company that are adequate and were operating effectively and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

24. INDIAN ACCOUNTING STANDARD (IND-AS) IFRS CONVERGED STANDARDS:

Your Company will adopt Indian Accounting Standards (Ind AS) with effect from 1st April, 2016 pursuant to the Companies (Indian Accounting Standard) Rules, 2015 as notified by the Ministry of Corporate Affairs on 16th February, 2015. The implementation of Ind - AS is a major change process and the preliminary impact assessment on Company''s standalone financial statements would be prepared and presented to the Board.

25. EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return for the financial year ended 31st March, 2016 as required under Section 92(3) of the Act is enclosed herewith, in the specified format, as Annexure G

26. PARTICULARS OF EMPLOYEES AND DISCLOSURES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure H.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of the remuneration which is in excess of the limits as specified in the regulation.

In terms of Section136(1) of the said Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid annexure which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Members may write to the Company Secretary in this regard.

26. TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:

During the year under ended 31st March, 2016, the Company has transferred Final Dividend amounting to Rs.45,356/- (for the year 2007-08) to Investor Education and Protection Fund (IEPF), which was due and payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 205C(2), of the erstwhile Companies Act, 1956 and Section 125 of the Companies Act, 2013.

27. REPORTING FRAUDS:

There were no frauds reported by the Auditors under sub-section (12) of Section 143 of the Companies (Amendment) Act, 2015 to the Audit committee, Board of Directors or to the Central Government and hence no information has been furnished in this regard.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUT GO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

(A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy : NA

(ii) the steps taken by the company for utilizing alternate sources of energy : NA

(iii) the capital investment on energy conservation equipments : NA

(B) Technology absorption :

(i) the efforts made towards technology absorption : NA

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution : NA

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : NA

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

(iv) the expenditure incurred on Research and Development : NA

Expenditure on R& D (Rs. in Lakhs)

S.No. Particulars 2015-16

2014-15

A

Capital

Nil

Nil

B

Recurring

Nil

Nil

C

Total

Nil

Nil

D

Total R&D expenditure

as a percentage of total

turnover

Nil

Nil

(C) Foreign exchange earnings and Outgo :

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and outgo is provided under Notes 34 to the Balance Sheet and Profit and Loss Account.

29. DETAILS OF UNCLAIMED SUSPENSE ACCOUNT:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure I. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.

30. ACKNOWLEDGEMENT:

The Directors of your Company thank the Government of India, various State Governments and their concerned Department /Agencies / Regulatory Authorities for their continued support and cooperation. The Directors also wish to place on record the support extended by various Banks, Financial Institutions, CDR Cell and every stakeholder of the Company. The Directors further wish to appreciate and value the contributions made by every employee of the UNITY Family.

For and on behalf of the Board of Directors

Kishore K. Avarsekar

Chairman & Managing Director

DIN: 00016902

Abhijit K. Avarsekar

Vice Chairman & Managing Director

DIN: 00047067

Date : 30/05/2016

Place: Mumbai


Mar 31, 2014

The Members,

The Directors take pleasure in presenting the Seventeenth Annual Report together with the audited financial statements for the fi nancial year ended 3191 March, 2014.

FINANCIAL RESULTS

Rs. in Cr.

Consolidated Standalone Particulars Year ended Year ended

31/03/2014 31/03/2013 31/03/2014 31/03/2013

Revenue from operations ( Net) and other Income 2318.09 2430.76 1911.25 2063.34

Profit/ (Loss) Before Tax 3.04 136.99 188.10 122.50

Profit/ (Loss) After Tax 6.23 103.58 6.34 92.55

Balance brought forward from previous year 491.99 400.44 476.93 396.09

Short provision of current tax relating to earlier year - 0.44 - 0.44

Profit available for Appropriation 6.22 - 6.34 92.55

Proposed Equity Dividend - 1.48 - 1.48

Tax on Equity Dividend - 0.24 - 0.24

General Reserve - 10.00 - 10.00

Balance carried to balance Sheet 833.52 836.99 828.19 821.84

OPERATIONS:

Admist the sluggish environment in the infrastructure industry all over India, your Company''s total revenue from operations during theyear was Rs. 1911.25 cr (Previousyear Rs. 2063.34 cr).The net profit of the Company has reduced drastically. Tight liquidity and higher interest rates affected the working capital cycle and the finance costs while the weakening of the Indian rupee and high inflation, led to higher costs of materials used in construction, resulting in overall pressureonmargin.

There has been increase in profit before tax (PBT) from Rs.122.50 crtoRs.188.10crbut profitafter tax(PAT)declinefromRs.92.55 cr to Rs. 6.34cr on account of the above factors. Your Company is confident of capturing growth opportunities during the current yearand enhancingprofitability.

DIVIDEND:

Nodividend onequityshareshasbeenrecommended fortheyear in order to conserve resources foe future requirements.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out in Annexure forming partof this Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared inaccordancewith relevant Accounting Standardsviz. AS-21, AS- 23 and AS-27 issued by the Institute of Chartered Accountants of IndiaformpartofthisAnnual Report.

SUBSIDIARIES:

As at 31st March, 2014, your Company had 17 subsidiary/step- down subsidiaries. Pursuant to general exemption granted by the Ministry of Corporate Affairs, Government of India, this Annual Report is presented without attaching annual accounts of subsidiaries. The statement in respect of the said subsidiaries pursuant to Section 212 of the Companies Act, 1956 is enclosed herewith as required. The Annual Reports and accounts of the subsidiary companieswill be made availablefor inspection during working hours at the Registered Office of the Company andalsoof the subsidiary companies concerned. The same, along with related detailed information will also be made available to the investors of the Company as well as of subsidiaries , on request. The brief financial details of the subsidiaries as prescribed under the said notification have been disclosed in the consolidated financial statements of the Company..

PUBLICDEPOSITS:

The Company has accepted Fixed Deposits covered under Section 58A of the Companies Act, 1956 and as on 31st March, 2014 there was no overdue interest payment or Fixed Deposit matured and notpaid

DIRECTORS:

- As per the provisions of the Companies Act, 2013, Independent Directors are required to give a declaration that they meet criteria of Independent in the First Board Meeting in which they participated as Director and thereafter at the first meeting of the Board in each year. Acco4dingly, existing Directors of the Mr Anil Joshi, Mr. Girish Gokhale, Mr. Chaitanya Joshi, and Mr. Dinesh Joshi have declared their status of independence as per the criterialaid down under section 149(60 ofthe CompaniesAct, 2013. The Board of Directors on recommendation of Nomination and Remuneration Committee haspursued their declarations and has found them to be meeting the criteria of independence. Further, in view of their experience and expertise relevant to the Company''s operations, your Directors has deemed it prudent to recommend to the shareholders at the ensuing Annual General Meeting their appointmentas Independent Directors, not liable to retirement by rotation pursuant to the provisions of section 149,152 read with schedule IV and other applicable provisions of the Companies Act, 2013.

Smt. Pushpa Avarsekar, Executive Director has resigned from the Board w.e.f. 7th September, 2013 on health ground . She was promoter Director of the Company. The Board placed on record its deepestappreciation and gratitude for the everlasting contribution of Smt Pushpa K. Avarsekar Founder Director, for her pioneering efforts for successful implementation of administration of the Company.

DIRECTORS'' RESPONSIBILITYSTATEMENT:Pursuanttothe requirement under Section 217(2AA) of the Companies Act, 1956,with respect to Directors responsibility Statement, it is herebyconfirmthat:

- in the preparation of the annual accounts for the year ended 31st March 2014, all applicable accounting, have been followed along with proper explanation relating to material departures, ifany.

- the Directors had selected such accounting policies and applied them consistently andjudgments and estimates have been made 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, 2013 and of the profit of the Company for theyear ended on thatdate;

- that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assetsofthe Companyand for preventing and detectingfraud and other irregularities; and

- that the Annual Accounts have been prepared on a "going concern"basis.

AUDITORS and AUDITOR''S REPORT:

The Company''s Statutory Auditors Messrs C.B. Chhajed & Co., Chartered Accountants, (ICAI firm Registration No.101796W) who hold office upto the date of the Annual General Meeting and eligible for re-appointmennt in accordance with the provisions of Section139oftheCompanies Act, 2013.

The Members are requested to appoint them for a period of five years i.e. till the conclusion of Annual General Meeting of the financial year 2018-19 and authorize the Board of Directors to fix their remuneration as per Item 5ofthe Notice.

Messrs C.B. Chhajed & Co; Chartered Accountants have confirmedtheir eligibility Section 139 oftheCompanies Act, 2013 and for appointmentasAuditorsofthe Companyand thattheyare not disqualified for appointment within the meaning of Section 141 ofthesaidAct.

The Notes on Financial Statements referred to in the Auditors are self-explanatory and do notcallfor anyfurther comments.

PARTICULARSOF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975 asamended , in respectofthe employees of the Company, is provided in the Annexure forming part of this Report. In terms of Section 219(1) (b) (iv) of the said Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid annexure which is availableforinspectionbythemembersattheRegistered Officeof the Company during business hours on working days of the Companyuptothedateofthe ensuing AnnualGeneral Meeting. If any member is interested in obtaining a copy thereof, such MembersmaywritetotheCompanySecretaryinthisregard.

ENVIRONMENTAND SAFETY MEASURES:

In line with the global trend and company''s policy, the thrust for environment, occupational health and safety issues (EOHS) was sustained, with recognition from various Governmental and non- governmental organizations, and appreciation from local populace. ISO 9001 Quality ManagementSystem is in place since 2000. The ISO 14001, Environment Management System and OHSAS 18001, Occupational Health & Safety Management System are successfully implemented. The three management systems (Quality, Environment and Occupational Health) were integrated and the Integrated Management System is now in practice. Various Environmental programs and Risk reduction programs were taken up.

TRANSFEROF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956 there is no relevant amounts which remained unpaid or unclaimed for a period of 7 years and which required to be transferred by the Company to the

Investors Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to the Conservation of Energy, Technology Observation, Foreign Exchange Earnings, outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure -1 to this Report.

CORPORATE SOCIAL RESPONSIBILITY:

A separate section on Corporate Social Responsibility forms part ofthisAnnual report.

REFERENCE TO CDR:

The Company has been facing liquidity crunch on account of significant delays in project execution due to land acquisition, legal issues and regulatory bottlenecks, shortage of funds/liquidity due to delayed realization of receivables in excess of six months, substantial part of inventory has become slow moving /absolute on account of the projects getting unduly delayed, investment/Advances to Real Estate/ and BOT subsidiaries and other group companies in the form of equity contribution for a long time. Since itwas finding difficult to serve the outstanding debts, the Company has made reference to CDR Cellfor restructuring its debts under CDR System.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to all financial institutions, NBFC, Banks governmental agencies , regulators customers, vendors/suppliers, and other statutory authorities for their continued whole hearted support to the Company during the year .

We also acknowledge the support lent and confidence bestowed uponusbyourbankers, stakeholdersand all Unitians.

For and on behalf of the Board of Directors

Kishore Avarsekar

Chairman & Managing Director Abhijit Avarsekar

Vice Chairman Managing Director & CEO

Date: 29/05/2014 Place: Mumbai


Mar 31, 2013

To, The Members,

The Directors are pleased to present the 16th Annual Report and the audited accounts for the financial year ended 31st March, 2013.

Financial Result

Year Ended Year Ended Particulars 31/03/2013 31/03/2012

Profit before Depreciation and Amortisation Expenses, Finance Costs 25,732.41 25,463.88 and Tax Expenses

Less: Finance Costs 15,275.08 12,131.70

Depreciation and Amortisation Expenses 2,190.87 2,005.24

Profit before Tax 12,250.54 15,048.46

Less: Current Tax 2,800.00 5,000.00

Deferred Tax 151.00 (306.61)

Short provision of current tax relating to earlier year 44.01 -

Profit for the year 9,255.52 10,355.07

Add: Balance in Profit and Loss Account 39,609.95 31,215.94

48,865.47 41,571.01

Less Appropriation:

General Reserve 1,000.00 1,100.00

Proposed Dividend on Equity Shares 148.17 740.87

Distribution tax on dividend 24.04 120.19

Closing Balance 47,693.25 39,609.95

RESULTS OF OPERATIONS

Financial Year 2012-13 was a challenging year. The global economy barely a year after recession, witnessed lower economic growth. The European Economies stagnated and the US witnessed a downgrade in its credit rating, while the growth engines of a global economy, China and India were forced to tighten liquidity to tame rising inflation. In addition, civil unrest in Libya and tsunami in Japan posed further challenges. Despite these constraints and challenging environment, the Company performed well.

Your company''s strong order book and execution capabilities can be visualized by noticing an overall strong growth in terms of turnover and profitability. The highlights of the performance are as under:

- Revenue from operations increased by 3.4% to Rs. 2039.8 cr.

- PBDIT decreased by 2% to Rs. 297.1 cr.

- Profit Before Tax dipped by 22.8% to Rs. 122.5 cr.

- Net Profit increased by 9.76% toRs.92.5cr.

DIVIDEND:

Your Directors have recommended a dividend of 0.20 paise per equity share of Rs. 2.00 (last year Re. 1.00 per Equity Share) for the financial year ended 31st March, 2013, amounting to Rs. 1.48 crore (inclusive of tax of Rs. 0.24 crore). Considering the present market scenario, the Company would like to maintained the same dividend. The dividend will be paid to members whose names appear in the Register of Members as on 6" September, 2013; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services ( India ) Limited, as beneficial owners as on that date.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the 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 Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular No.2/1011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account, and other documents of the subsidiary companies are not attached with the balance Sheet of the Company. However, financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will be made available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the Company who may be interested in obtaining the same. The Annual Account of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposits covered underSection 58A of the Companies Act, 1956.

DIRECTORS

Dinesh Joshi and Chaitanya Joshi Directors, retire by rotation, and being eligible, offer themselves for re- appointment at the ensuing Annual General Meeting. Your Directors recommend the re-appointment of the aforesaid Directors.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956,with respect to Directors responsibility Statement, it is hereby confirm that:

- in the preparation of the annual accounts for the year ended 31st March 2013, applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956,have been followed and there are no material departure from the same.

- the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit 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 Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the Directors had prepared the Annual Accounts of the Company on a "going concern" basis.

AUDITORS and AUDITOR''S REPORT

M/s C.B. Chhajed & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letter from M/s C.B. Chhajed & Co; to the effect that their re-appointment, if made would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended , the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ENVIRONMENT AND SAFETY MEASURES:

In line with the global trend and company''s policy, the thrust for environment, occupational health and safety issues (EOHS) was sustained, with recognition from various Governmental and non-governmental organizations, and appreciation from local populace. ISO 9001 Quality Management System is in place since 2000. The ISO 14001, Environment Management System and OHSAS 18001, Occupational Health & Safety Management System are successfully implemented. The three management systems (Quality, Environment and Occupational Health) were integrated and the Integrated Management System is now in practice. Various Environmental programs and Risk reduction programs were taken up.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 20SA (5) of the Companies Act, 1956 there is no relevant amounts which remained unpaid or unclaimed for a period of 7 years and which required to be transferred by the Company to the Investors Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to the Conservation of Energy, Technology Observation, Foreign Exchange Earnings, outgo as required to be disclosed under Section 217 (l)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure -1 to this Report.

CORPORATE GOVERNANCE:

The Company is committed to maintained the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid Clause49 isattachedtothis Report.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Kishore Avarsekar

Chairman & Managing Director

Abhijit Avarsekar

Vice Chairman & Managing Director

Date: 30/05/2013

Place: Mumbai


Mar 31, 2012

The Directors are pleased to present the 15th Annual Report and the audited accounts for the financial year ended 31st March, 2012.

Financial Result (Rs.mcr.)

Year Ended Year Ended Particulars 31/03/2012 31/03/2011

Profit before Depreciation and Amortization Expenses Finance Costs 291.85 244.49

and Tax Expenses

Less: Finance Costs 121.32 83.27

Depreciation and Amort is at ion Expenses 20.05 17.99

Profit before Tax 150.48 143.23

Less: Current Tax 50.00 49.00

Deferred Tax (3.06) (0.19)

Short provision of current tax relating to earlier year - 0.07

Profit for the year 103.55 94.35

Add: Balance in Profit and Loss Account 312.15 236.05

415.70 330.40 Less Appropriation:

General Reserve 11.00 9.60

Proposed Dividend on Equity Shares 7.41 7.41

Distribution tax on dividend 1.20 1.23

Closing Balance 396.09 312.15

RESULTS OF OPERATIONS

Financial Year 2011-12 was a challenging year. The global economy barely a year after recession, witnessed lower economic growth. The European Economies stagnated and the US witnessed a downgrade in its credit rating, while the growth engines of a global economy, China and India were forced to tighten liquidity to tame rising inflation. In addition, civil unrest in Libya and tsunami in Japan posed further challenges. Despite these constraints and challenging environment, the Company performed well. Your company's strong order book and execution capabilities can be visualized by noticing an overall strong growth in terms of turnover and profitability. The highlights of the performance are as under:

Revenue from operations increased by 15.95% to Rs.

1975.57 cr.

P B D IT increase dby 19.37% to Rs. 291.85 cr.

Profit Before Tax increased by 5.06% to Rs. 150.48 cr.

Net Profit increased by 9.76% to Rs. 103.55 cr.

DIVIDEND:

Your Directors have recommended a dividend of Re. 1.00 per equity share of Rs. 2.00 (last year Re. 1.00 per equity share) for the financial year ended 31st March, 2012, amounting to Rs. 8.61 crore (inclusive of tax of Rs. 1.26 crore). Considering the present market scenario, The Company would like to maintain the same dividend. The dividend will be paid to members whose names appear in the Register of Members as on 21st September, 2012; in respect of shares held in de materialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services ( India ) Limited, as beneficial owners as on that date.

MANAGEMENTDISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the 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 Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, The Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES:

In accordance with the general circular No.2/1011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, The Balance Sheet, Profit & Loss Account, and other documents of the subsidiary companies are not attached with the balance Sheet of the Company . However, financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will be made available the Annual Accounts of the Subsidiary companies and the related detailed information to any members of the Company who may be interested in obtaining the same. The Annual Account of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by The Company include the financial results of its subsidiary companies.

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits covered under Section 58Aofthe Companies Act, 1956.

DIRECTORS:

Shri Anil Joshi and Shri Girish Gokhale, Directors, retires by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. Your Directors recommend the re-appointment of the aforesaid Directors.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956,with respect to Directors responsibility Statement, it is he re by confirm that:

* In the preparation of the annual accounts for the year ended 31st March 2012, applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956,have been followed and there are no material departure from the same.

- The Directors had selected such accounting policies and

applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of The Company as at 31st March, 2012 and of the profit 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 Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* The Directors had prepared the annual accounts of The Company on a "going concern'1 basis.

AUDITORS:

M/s C.B. Chhajed & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letter from M/sC.B. Chhajed &Co; to the effect that their re-appointment, if made would be within the prescribed limits under section 224(1B) of The Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of sect ion 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975 as amended ,the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ENVIRONMENTAND SAFETY MEASURES:

In line with the global trend and company's policy, the thrust for environment, occupational health and safety issues (EOHS) was sustained, with recognition from various Governmental and non- governmental organizations, and appreciation from local populace. ISO 9001 Quality Management System is in place since 2000. The ISO 14001, Environment Management System and OHSAS 18001, Occupational Health & Safety Management System are successfully implemented. The three management systems (Quality, Environment and Occupational Health) were integrated and the Integrated Management System is now in practice. Various Environmental programs and Risk reduction programs were taken up.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 205A(5)of the Companies Act, 1956 there is no relevant a mounts which remained unpaid or unclaimed for a period of 7 years and which required to be transferred by the Company to the Investors Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN INGSAND OUTGO:

The particulars relating to the Conservation of Energy, Technology Observation, Foreign Exchange Earnings, outgo as required to be disclosed under Section 217 (l)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure-l to this Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors,

Kish ore Avarsekar

Chairman and Managing Director

Abhij it Avarsekar

Vice Chairman and Managing Director

Date: 30/05/2012

Place: Mumbai


Mar 31, 2011

Dear shareholders,

The Directors take pleasure in presenting the 14th annual report and the audited accounts for the financial year ended 31st March 2011.

1. Financial results

The financial performance of the Company for the year ended March 31, 2011 is summarised below:

(Rs. in crore)

Particulars Year ended Year ended March 31, 2011 March 31, 2010

CONSTRUCTION INCOME 1,701.52 1,476.77

Add: Share of profit from joint ventures and other income 2.29 2.20

GROSS INCOME 1,703.81 1,491.18

PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS 143.23 129.86

Less: Provision for taxation 49.00 43.29

PROFIT BEFORE PRIOR YEARS' TAX 94.42 86.57

Less: share of firms tax 0.08 1.44

PROFIT FOR THE YEAR 94.34 85.13

Add: Balance brought forward from the previous year 236.05 168.19

Amount available for appropriation 330.40 253.32

APPROPRIATIONS :

General reserve 9.50 8.60

Equity dividend (proposed) 7.41 7.41

Distribution tax on dividend 1.26 1.26

Balance carried forward 312.23 236.05

2. Dividend

The Directors are pleased to recommend a dividend of Rs. 1/- per equity share i.e. 50% for the year (previous year Rs.1/- per equity share,50 %). If approved by the shareholders at the Annual General Meeting, the dividend will absorb Rs.7.41 crores.

The dividend distribution tax, to be borne by the Company, will amount to Rs.1.26 crores.

3. Capital structure

During the year under review, there was no change in the Company's capital structure.

The ISIN number for face value of Rs. 2/- per share is INE466H01028.

4. Operations

The turnover achieved by the Company increased 15.21% to Rs. 1,701.52 crores, compared with Rs. 1,476.77 crores in the previous year. Profit before tax increased 10.29% to Rs. 143.32 crores, compared with Rs.129.86 crores in the previous year. Profit after tax increased 10.81% to Rs. 94.34 crores, compared with Rs. 86.85 crores in the previous year. Earning per share stood at Rs. 12.73 compared with Rs. 11.49 in the previous year.

The Directors are pleased to note that the total balance value of work-on-hand, as on March 31, 2011, was Rs. 3,501 crores.

5. Subsidiary companies and consolidated financial statements

At the end of the financial year under review, your Company had the following subsidiaries:

Subsidiaries of Unity Infraprojects Limited

1. Unity Infrastructure Assets Limited

2. Unity Realty and Developers Limited

3. Unity Natural Resources Pvt. Limited

4. Unity Middle East ( FZE)

Step-down subsidiaries of Unity Infraprojects Limited

Parent company Subsidiary % Holding

Unity Infrastructure Assets Limited 1.Unity Telecom Infrastructure Limited 100% Holding

2.Unity Integrated Roads Private Limited 100% Holding

3. Unity Agriprojects Private Limited 100% Holding

Unity Realty and Developers Limited 1. Bengal URDL Housing Projects Ltd 100% Holding

2. Bengal Unity Realtors Pvt. Ltd 100% Holding

3. URDL Bangalore Developers Pvt. Ltd 100% Holding

4. Unity Tourist Hospitality Pvt. Ltd 88% Holding

5. Suburban Dairy Agriculture & Fisheries Pvt. Ltd 100% Holding

Unity Agriprojects Private Limited 1. Aura Greenport Private Limited 100% Holding

The Ministry of Corporate Affairs, vide General Circular No.2/1011 dated 8th February, 2011 granted exemption to companies under section 212 of the Companies Act, 1956 from attaching a copy of the Balance Sheet , Profit & Loss Account, Report of the Board Directors and the Report of the Auditors of subsidiary companies and hence the same have not been attached herein. The Board of Directors at its meeting held on 30th May, 2011 passed a resolution in that regard. Accordingly, the Company will publish the Consolidated Financial Statements and a summary of financial details of subsidiaries in the Annual Report of the Company. These documents will be made

available upon a written request by any member of the Company and /or any of its subsidiaries. Further, in line with the Listing Agreement and in accordance with the Accounting Standard 21 ( AS-21) Consolidated Financial Statements, prepared by the Company include financial information of its subsidiaries. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the shareholder seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at its registered office and that of the concerned subsidiary companies.

6. Awards and recognition

During the year under review, your Company was given the following awards and recognitions.

Award Conferred to

1 Leadership of the Year 2010 Kishore K Avarsekar - CMD

2 Best Infrastructure Corporate of the Year 2010 Unity Infraprojects Limited

3 Global India Achievers Award Kishore K Avarsekar - CMD

4 Infrastructure Company of the Year Unity Infraprojects Limited

5 Infrastructure Personality of the Year Abhijit K Avarsekar - VCMD & CEO

6 Young Entrepreneur of the Year 2010 Abhijit K Avarsekar - VCMD & CEO

7 Udyog Rattan Award Kishore K Avarsekar - CMD

8 Essar Steel - Infrastructure Excellence Award for Unity Infraprojects Limited Railway Tunnel Project executed at Agartala

9 Life Time Achievement Award Kishore K Avarsekar - CMD

10 Best Professionally Managed Company Unity Infraprojects Limited

11 Business Excellence Award Kishore K Avarsekar - CMD

12 Business Leadership Award Kishore K Avarsekar - CMD

Award Instituted By Year

Leadership of the Year 2010 Infra 2011 Summit 2011

Best Infrastructure Corporate of the Year 2010 Infra 2011 Summit 2011

Global India Achievers Award Institute of Economic Society 2011

Infrastructure Company of the Year Price Water House Coopers & EPC World 2010

Infrastructure Personality of the Year Price Water House Coopers & EPC World 2010

Young Entrepreneur of the Year 2010 Gill India Publication 2010

Udyog Rattan Award Institute of Economic Society 2010

Essar Steel - Infrastructure CNBC, E18 2010 Excellence Award for Railway Tunnel Project executed at Agartala

Life Time Achievement Award Institute of Economic Society 2010

Best Professionally Managed CIDC - Autonomous Body of Company Indian 2010 Planning Commission

Business Excellence Award Institute of Economic Society 2010

Business Leadership Award Institute of Economic Society 2010

7. Corporate Social Responsibility

UNITY's Corporate Social Responsibility (CSR) philosophy is focused on growing the business while ensuring that the environmental concerns are adequately and sustainably addressed. This encompasses the natural environment, as well as the people and communities that live in the areas where the Company operates its business.

Details of your Company's Corporate Social Responsibility (CSR) initiatives are given in a separate section, ‘Sustainability' which forms part of the accompanying Management Discussion and Analysis and Annual Report.

8. Fixed deposits

Your Company did not accept any deposit from the public, under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975..

9. Auditors

M/s. C. B. Chhajed & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re- appointment. The Company received a letter from them to the effect that, their re-appointment, if made, would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956, and holding a valid certificate issued by the Peer Review Board of the ICAI. They are not disqualified for re-appointment under Section 226 of the said Act.

10. Directors

As per the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mrs Pushpa K. Avarsekar and Shri Dinesh Joshi are liable to retire by rotation, and being eligible, offer themselves for re-appointment.

Your Directors recommend the re-appointment of the aforesaid Directors.

11. Particulars of employees

The information required on particulars of employees, as per Section 217(2A) of the Companies Act, 1956, read with Companies ( Particulars of Employees) Rules, 1975 forms part of this report. As per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders, excluding the Statement of Particular of Employees. A shareholder interested in obtaining such information, may write to the Company Secretary at the Company's registered office.

12. Energy conservation, technology absorption and foreign exchange earnings and outgo

Particulars relating to energy conservation, technology absorption, and foreign exchange earnings and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given by way of an annexure, forming part of this report.

13. Corporate Governance

Your Company conforms to the norms of Corporate Governance, as laid down in Clause 49 of the Listing Agreement with stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors and Chief Executive Officer /Chief Financial Officer, is provided by way of an annexure, forming part of this report.

14. Directors' responsibility statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, with regard to the Directors' responsibility statement, the Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed and there has been no material departure;

(b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that were reasonable and prudent , so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date.

(c) 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 Company's assets and for preventing and detecting fraud and other irregularities

(d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a going concern basis

15. Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from financial institutions, banks, government authorities, customers, vendors and members; and wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers at all levels.

For and on behalf of the Board of Directors,

Kishore K. Avarsekar Abhijit K. Avarsekar Chairman & Managing Director Vice Chairman & Managing Director

Place: Mumbai Dated: 30th May , 2011


Mar 31, 2010

The Directors take pleasure in presenting the 13th annual report and the audited accounts for the financial year ended March 31,2010.

1. Financial results

The financial performance of the Company for the year ended March 31, 2010 is summarised below:

(Rs. in crore) Particulars Year ended Year ended March 31,2010 March 31,2009

CONSTRUCTION INCOME 1,476.77 1,130.79

Add: Share of profit from joint ventures and other income 2.20 17.10

GROSS INCOME 1,491.18 1,147.89

PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS 129.86 103.92

Less: Provision for Taxation 43.29 34.21

PROFIT BEFORE PRIOR YEARS TAX 86.57 69.70

Add: (Less) share of firms tax 1.44 (00.05)

PROFIT FOR THE YEAR 85.13 69.65

Add: Balance brought forward from the previous year 168.19 112.57

Amount available for appropriation 253.32 182.22

APPROPRIATIONS:

General reserve 8.60 7.00

Equity dividend (proposed) 7.41 6.01

Distribution tax on dividend 1.26 1.02

Balance carried forward 236.05 168.19

2. Dividend

The Directors are pleased to recommend an increased dividend of Rs. 1 per equity share i.e. 50% for the year (previous year Rs. 4.50 per equity share, 45%). If approved by the shareholders at the Annual General Meeting, the dividend will absorb Rs. 7.41 crores.

The dividend distribution tax, to be borne by the Company, will amount to Rs. 1.26 crores.

3. Capital structure

During the year under review, paid-up capital increased from Rs. 13.36 crores to Rs. 14.81 crores owing to allotment of 14,49,476 equity shares of Rs. 10 each, at premium of Rs. 496 per share, to qualified institutional investors.

On April 9, 2010, the Companys equity share was split from one equity share of Rs. 10 each, to five equity shares of Rs. 2 each. The new ISIN number for face value of Rs. 2 per share is INE466H01028.

4. Operations

The turnover achieved by the Company increased 29.90% to Rs. 1,491.18 crores, compared with Rs. 1,147.89 crores in the previous year. Profit before tax increased 24.96% to Rs. 129.86 crores, compared with Rs. 103.92 crores in the previous year. Profit after tax increased 22.14% to Rs. 85.13 crores, compared with Rs. 69.70 crores in the previous year. Earning per share stood at Rs. 62.00, compared with Rs. 52.14 in the previous year.

The Directors are pleased to note that the total balance value of work-on-hand, as on March 31, 2010, was Rs. 3477crores.

5, Fixed deposits

Your Company did not accept any deposit from the public, under Section 58A of the Companies Act, 1956.

8. Auditors

M/s. C. B. Chhajed & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re- appointment. The Company received a letter from them to the effect that, their re-appointment, if made, would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956, and are holding a valid certificate issued by the Peer Review Board of the ICAI. They are not disqualified for re-appointment under Section 226 of the said Act.

7, Directors

As per the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Shri Anil Joshi and Shri Chaitanya Joshi are liable to retire by rotation, and being eligible, offer themselves for re-appointment.

Your Directors recommend the re-appointment of the aforesaid Directors,

8. Particulars of employees

The particulars of employees, required to be furnish ed under Section 217(2A) of the Companies Act, 1956, read with the rules there under, is given by way of an annexure and forms part of this report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the Companys members and others entitled thereto. A member interested in obtaining such particulars, may write to the Company Secretary at the Companys registered office.

9. Energy conservation, technology absorption and foreign exchange earning and outgo

Particulars relating to energy conservation, technology absorption, and foreign exchange earning and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given by way of an annexure, forming part of this report.

10. Corporate Governance

Your Company conforms to the norms of Corporate Governance, as laid down in Clause 49 of the Listing Agreement with stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors and Chief Executive Officer/Chief Financial Officer, is given by way of an annexure, forming part of this report.

11. Directors responsibility statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, with regard to the Directors responsibility statement, the Board of Directors confirms:

(a) That in the preparation of the annual accounts, applicable accounting standards have been followed

(b) That the Directors have selected such accounting policies

and applied them consistently, making reasonable and prudent judgments and estimates, so as to give a true and fair view of the Companys state of affairs as at March 31,2010 and of the profit of the Company for the year ended on that date.

(c) That 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 Companys assets and for preventing and detecting fraud and other irregularities

(d) That the Directors have prepared the annual accounts o a going concern basis.

12, Acknowledgements

Your Directors would like to express their appreciation fc the assistance and co-operation received from financi; institutions, banks,government authorities, customer: vendors and members; and wish to place on record the deep sense of appreciation for the committedservices b the Companys executives, staff and workers at all levels.

For and on behalf of the Board of Directors,

Place: Mumbai Kishore K. Avarsekar Abhijit K. Avarsekar Dated: May 28, 2010 Chairman 8 Managing Director Vice Chairman & Managing Director

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