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Unitech Ltd.

BSE: 507878 Sector: Infrastructure
NSE: UNITECH ISIN Code: INE694A01020
BSE 15:57 | 19 Jan 9.02 0.23
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8.80

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9.17

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8.61

NSE 15:58 | 19 Jan 9.05 0.25
(2.84%)
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8.85

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9.20

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OPEN 8.80
PREVIOUS CLOSE 8.79
VOLUME 7541777
52-Week high 12.24
52-Week low 4.42
P/E
Mkt Cap.(Rs cr) 2,360
Buy Price 9.02
Buy Qty 177064.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.80
CLOSE 8.79
VOLUME 7541777
52-Week high 12.24
52-Week low 4.42
P/E
Mkt Cap.(Rs cr) 2,360
Buy Price 9.02
Buy Qty 177064.00
Sell Price 0.00
Sell Qty 0.00

Unitech Ltd. (UNITECH) - Director Report

Company director report

Dear Members

Your Company's Directors are pleased to present the 46th Annual Report and the AuditedFinancial Statements of the Company for the year ended 31stMarch 2017.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31st March 2017 issummarized below:

2016-17 2015-16
Revenue from operations and other Income 1155.09 1332.01
Less: Expenses
Construction & Real Estate 870.71 1011.08
Project Expenditure
Cost of Land sold 65.45 279.54
Changes in inventories of finished goods work in progress 29.99 (117.67)
Employee benefits expense 86.98 109.85
Finance Cost 346.66 299.09
Depreciation and amortization expense 3.94 4.49
Other Expenses 31.56 51.75
Total expenses 1435.29 1638.13
Profit/ (Loss) before Tax (280.20) (306.12)
Less: Tax Expense
i) Current - 61.46
ii) Deferred tax (net) (89.31) (94.22)
(89.31) (32.76)
Profit/ (Loss) for the year (190.89) (273.36)

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

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY AFFAIRS

The total income of the Company for the year under review is `1155.09 Crore. The Lossbefore tax stood at `280.20 crore and Loss after tax stood at `190.89 Crore. Onconsolidated basis the total income of the Company and its subsidiaries stands at`1795.26 Crore. The consolidated loss before tax stood at `527.83 crore and loss after taxstood at `402.67 Crore. The earnings per share (EPS) on an equity share having face valueof `2 stands at `(0.73) considering the total equity capital of `523.26 Crore.

On consolidated basis the real estate and related division contributed `1206.56 crorein the revenues of the Company whereas the contribution from the Property Managementbusiness was `134.54 crore and from the Transmission Towers business was `357.67 Crore.hospitality contributed the revenue of `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 theCompany. Some of the key highlights pertaining to the business of the Company includingits subsidiaries and associates for the year under review and period subsequent theretoare given hereunder:

PROJECT SALES AND DELIVERY

In line with the trend in the last few years given depressed market conditions yourCompany focused on project delivery against launch and sale of new projects. During theyear under review your Company has launched totaling an area of 2.09 million sq.ft. TheCompany achieved sales bookings for a total area of 2.75 million sq.ft. during 2016-17valued at ` 851 crore. In terms of total area sold in 2016-17 2.36 million sq.ft. wassold in Gurugram 0.06 million sq.ft. in Noida & Greater Noida 0.07 million sq.ft. inChennai 0.05 million sq.ft. in Kolkata and 0.21 million sq.ft. in other cities. In termsof 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-residentialsegment was ` 3007 per sq.ft. as compared to the residential segment's averagerealization of ` 3477 per sq ft.

PROJECT EXECUTION AND DELIVERY

Your Company delivered 5.18 million sq ft of completed area during the year and 67 % ofthe projects are in handing over/finishing stage across various regions of the country. Asat 31st March 2017 a total of 33.16 million sq.ft. area is under development. In orderto efficiently execute the much higher scale of projects across markets the Company issubstantially upgrading its operations. During the year under review the Companycontinued to focus on strengthening the back end infrastructure of the constructiondivision to improve the quality and output of construction work. More details about thebusiness and operations of the Company are provided in the Report on Management Discussionand Analysis forming part of this Report.

Dividend

As your Company has incurred a net loss during the year under review your Directorshave 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 stipulatedunder Regulation 34 & Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 [“Listing Regulations”] is given separately andforming part of this Report.

REPORT ON CORPORATE GOVERNANCE

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES JOINT VENTURES & ASSOCIATES

Pursuant to first proviso to Section 129(3) of the Act a statement containing salientfeatures 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 theperformance and financial position of each of Company's subsidiaries joint ventures andassociates. The policy for determining material subsidiaries as approved may be accessedon the Company's website at the link: http://www.unitechgroup.com/investor-relations/corporate-governance.asp .

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

During the year under review the status of Unitech Build-con Pvt. Ltd. has beenchanged from subsidiary to wholly owned subsidiary of the Company. Further during theyear under review Pinnacle holdings Ltd. ceased to be subsidiary of QnS FacilityManagement 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 requiredunder Section 92 (3) of the Act read with rule 12(1) of the Companies (Management andAdministration) 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 thefollowing Executive Directors and Officials of the Company are designated as the KeyManagerial 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 29thApril 2017]
5. Mr. Deepak Kumar Tyagi Chief Financial Officer [w.e.f. 29thApril 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 underMs. Minoti Bahri Non-Executive Director (DIN:00004530) retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment. TheDirectors recommend re-appointment of Ms. Minoti Bahri at the ensuing Annual GeneralMeeting. Since last Board Report in 45th Annual General Meeting (AGM) of the CompanyMaj. Gen. Virender Kumar Bhutani (Retd.) (DIN-03487268) has been appointed IndependentDirector on the Board for a period of five years w.e.f. 30th May 2016 on non-rotationalbasis. The details of programmes on familiarization of Independent Directors with theCompany their roles rights and responsibilities in the Company nature of the industryin which the Company operates business model of the Company and related matters areavailable on the Company's website under web link http://www.unitechgroup.com/investor-relations/corporate-governance.asp . During the year under review two suchprogramms were held which were attended by Independent Directors. During the year underreview six meetings of the Board of Directors were held. The intervening gap between twoconsecutive meetings was not more than one hundred and twenty days as provided underSection 173 of the Act. The details of meetings are disclosed under Corporate GovernanceReport forming part of this Report.

BOARD EVALUATION

Pursuant to the provisions of Section 134 149 & Schedule IV of the Act andRegulation 17(10) of the Listing Regulations annual performance evaluation of theDirectors 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 entireBoard and the performance evaluation of the Chairman & Non Independent Directors wascarried out by the Independent Directors at their properly convened meeting. Theperformance evaluation of the various Committees of Directors was carried out by theBoard. During the year SEBI has issued a guidance note in order to guide listed entitiesby elaborating various aspects of Board evaluation. The guidance note covers all majoraspects 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 adoptedfor 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 processperiodically. The purpose of the Guidance Note is to educate the listed entities and theirBoard of Directors about various aspects involved in the Board Evaluation process andimprove their overall performance as well as corporate governance standards to benefit allstakeholders. The Nomination & Remuneration Committee had formulated/modified theexisting Criteria of Evaluation in line with the aforesaid guidance note.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy containing criteria for determiningqualifications positive attributes independence of a director and policy relating toremuneration for the Directors Key Managerial Personnel and Senior Management personnelof the Company are disclosed in the Corporate Governance Report forming part of thisreport.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Act the Directors confirmthat: in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures; the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company As at 31st March 2017and 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 adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; theDirectors had prepared the annual accounts on a going concern basis; the Directors hadlaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and the Directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat 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 itsoperation and business to ensure that all assets are safeguarded and protected againstloss from unauthorized use or disposition and to ensure that all the businesstransactions are authorized recorded and reported correctly and adequately.

The Company works in a dynamic business environment and adopts the appropriate internalfinancial controls to establish reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with the generally acceptedaccounting principles. It includes inducting and maintaining such business policies andprocedures as may be required to successfully conduct the business of the company andmaintain such records as to correctly record the business transaction assets andliabilities of the company in such a way that they help in prevention & detection offrauds & errors and timely completion of the financial statements.

The construction industry is passing through a challenging phase and the Company is noexception. The top management of the Company to utilize the available resourcesefficiently has decided to engage itself more with the operations of the Company. TheCompany is further enhancing/ strengthening the internal financial reporting with respectto significant business control risk management processes etc. The Company's internalcontrols are further supplemented by internal audits management review and documentedpolicies procedures & guidelines. The internal control system is designed to ensurethat financial records are reliable for preparing financial information and recording ofassets. All financial and audit control systems are also reviewed by the Audit Committeeand Board of Directors of the company.

AUDIT COMMITTEE

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

AUDITORS AND AUDITORS'

REPORT STATUTORY AUDITORS

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

Accordingly the Audit Committee and the Board of Directors have recommended forratification of appointment of M/s R. Nagpal Associates Chartered Accountants (FirmRegistration No. 002626N) for the FY 2017-18 by the members at the ensuing Annual GeneralMeeting. AUDITORS' REPORT

a) The Auditors' in their Report to the members have given five qualified opinionsand 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 tradereceivables balance outstanding are still recoverable/ adjustable and that no accrual fordiminution in value of trade receivables other than the ones already provided in thebooks of accounts; is therefore necessary for the period ending 31st March 2017. TheManagement closely monitors its credit exposure and is confident of appropriatelyadjusting / recovering significant portions of the remaining outstanding balance of suchamounts in the foreseeable future.

Response to point (2)

The Company is making best possible efforts for sale of the land parcels earmarked forrepayment of the deposits but such sale process is taking time due to global economicrecession and liquidity crisis particularly in the real estate sector of India. howeverregardless of these adverse circumstances and difficulties the Company is committed tocomply with the orders passed by the hon'ble NCLT (including the ones passed by CLB) andNCLAT to repay all the public deposits along with interest thereon in the course of timeperiod. The company has already earmarked 6 (six) unencumbered land parcels which shall besold and the entire sale proceeds thereof shall be utilized for repayment of the saiddeposits. The Company is fully committed to repay all the deposits along with interestthereon and it is making all efforts to arrange the necessary resources required for thispurpose.

Response to point (3)

The Company periodically assesses and evaluate its investments loans and advances. TheCompany is of the firm view that the diminution if any even if it exists is onlytemporary and that sufficient efforts are being undertaken to revive the said subsidiariesin the foreseeable future so as to recover carrying value of the investment. Furthermanagement believes that the loans and advances given to these companies are consideredgood and recoverable based on the future projects in these subsidiaries and accordingly noprovision 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 venturesand collaborators have been given in the normal course of business to land owningcompanies collaborators projects and for purchase of land. Periodically the managementassesses the recoverability of such advances The management of the Company based on theinternal assessment and evaluations considers that these advances which are in thenormal course of business are recoverable/adjustable and that no provision is necessary atthis stage. The management is confident of recovering/ appropriately adjusting the balancein due course.

Response to point (5)

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

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

Response to point (1)

The Company filed a writ petition before hon'ble high Court of Punjab & haryanachallenging the termination of development agreement. The matter was referred forarbitration 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 noprovision has been considered necessary.

Response to point (2)

Based on the legal advice received by it the Company believes that the said award ofLCIA and order of the hon'ble Delhi high Court is not enforceable in India on variousgrounds including but not limited to lack of jurisdiction by the LCIA appointed arbitraltribunal. The hon'ble high Court of Delhi has passed an order in the case instant. On thebasis of legal advice received the Company is sanguine & strongly believes that itsstand taken in this matter will be vindicated in the hon'ble Supreme Court. The Company ispreparing for filing the SLP in the hon'ble Supreme Court against the said Order of thehon'ble high Court of Delhi. Nevertheless in case if the Company is required to make theaforesaid investment into Kerrush Investments Ltd. (Mauritius) its economic interest inthe SRA project in Santacruz Mumbai shall stand increased proportionately thereby creatinga substantial asset for the Company with an immense development potential.

c) Further the Board gives the following explanations to the comments of theAuditors' 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 thematured unpaid debentures and public deposits outstanding at Balance Sheet date. Based onthe same the Board is of the view that the provisions of Section 164(2) (b) of theCompanies Act 2013 does not attract.

D) Further the Board also gives the following explanations to Qualified Opinionof the Auditors' in the Annexure A to Auditors' Report to the members:-1. The Companyworks in a dynamic business environment and adopts the suitable internal financialcontrols especially the ones having bearing upon reliability of financial reporting andthe preparation of financial statements for external purposes in accordance with thegenerally accepted accounting principles. It includes maintaining such business policiesand procedures as may be required to effectively conduct the business of the Company andmaintain such records as to properly record the business transaction assets andliabilities 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 inthe real estate industry the Company does not ascertain the credit worthiness ofcustomers. The Company maintains the due and mandated KYC norms of the customers. TheCompany takes a good amount of the overall purchase price of the customer as an advance atthe time of booking and should in case if the customer fails to pay the due amount theCompany can forfeit the amount already paid by the customer. The risk is further reducedwhere 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 toany credit risk for not ascertaining the credit worthiness of customers.

b. The advances for the purchase of land projects pending commencement and to thejoint ventures and collaborators are given in the normal course of business to land owningCompanies collaborators projects and for the purchase of land. The Company keeps a watchon how this amount is utilized ultimately. The management of the Company based on theinternal assessment and evaluation considers that these advances which are in the normalcourse of business are recoverable/ adjustable. The Company has a process to advance suchloans & advance and the management of the Company keeps a close watch on extendingsuch loans & advance and their ultimate recovery.

c. The Company as per the generally accepted accounting principles duly provides forthe diminished value of such loans & advances where the recovery of such loan isdoubtful. The management believes that the diminution in the value of investments to theextent 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 saidsubsidiaries 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 timelycompletion of projects. The Company has focused attention to complete the existingprojects and has aligns all its available resources for the execution of the projects.This dynamic approach requires re-alignment of the prevailing internal control relating toProject Management Project Revenue and Land Management. Similarly to utilize its existingresources better the company is re-aligns its processes relating to Land ManagementReceivable Management Litigations & Claims.

e) Further the Board also gives the following explanations to comments of theAuditors' in the Annexure B to Auditors' Report to the members:-

Response to point (iii)(a)

The matter has been evaluated and the Company is of the firm view that the diminutionif any even if it exists is only temporary and that sufficient efforts are beingundertaken to revive the said subsidiaries in the foreseeable future so as to recovercarrying value of the investment. Further management believes that the loans and advancesgiven to these Companies are considered good and recoverable based on the future projectsin these subsidiaries and accordingly no provision other than those already accounted forhas been considered necessary.

Response to point (v)

The Company is making best possible efforts for sale of the land parcels earmarked forrepayment of the deposits but such sale process is taking time due to global economicrecession and liquidity crisis particularly in the real estate sector of India. howeverregardless of these adverse circumstances and difficulties the Company is committed tocomply with the orders passed by the hon'ble NCLT (including the ones passed by CLB) andNCLAT to repay all the public deposits along with interest thereon in the course of timeperiod. The Company has already earmarked 6 (six) unencumbered land parcels to be sold andthe entire sale proceeds thereof shall be utilized for repayment of the said deposits. TheCompany is fully committed to repay all the deposits along with interest thereon and it ismaking 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 taxservice tax & provident fund. however with improved business environment andparticularly in the challenging Real Estate Industry the Company will be able to meet itsobligations in time. The Management is hopeful and committed to their level best tostreamline the same in future.

Response to point (viii)

The real estate sector as a whole is passing through tough time and your Company isalso facing this heat. In this challenging phase cash-flows of the Company have beenadversely 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 nonconvertible debentures. It is submitted that the Company endeavors to streamline itsfuture 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 costAuditors for the financial year 2017-18 to carry out the audit of cost records maintainedby the Company. In terms of Rule 14 of the Companies (Audit and Auditors) Rules 2014 theremuneration payable to the Cost Auditors for the financial year 2017-18 is subject toratification 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 hasappointed M/s. DR Associates Company Secretaries (CP No. 714) to conduct the SecretarialAudit of the Company for the financial year 2017-18. The Secretarial Audit Report (FormMR-3) is annexed as annexure II forming part of this Report.

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

Response to point no.1

The Company has sought legal opinions from its legal advisors with respect to thematured unpaid debentures and public deposits outstanding at Balance Sheet date. Based onthe same the Board is of the view that the provisions of Section 164(2) (b) of theCompanies 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 alsogoing through this challenging time. The cash flows of the Company have been adverselyimpacted and there are delays in delivering projects and repayments of depositors andcreditors. The same resulted in rise in litigations. The Company is trying hard to maketimely 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 RealEstate Industry the Company will be able to meet its obligations in time. The Managementis 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 andreturns with the Registrar in time. however there has been few delays which themanagement ensures to take care in future.

RISK ManaGeMenT

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

The Company has a Risk Management Policy to identify and assess the key risk areasmitigating 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 theListing Regulations the

Company has a Vigil Mechanism/Whistle Blower Policy for Directors and employees toreport 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 werereported.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Pursuant to Section 135 of the Act read with Companies (Corporate Social ResponsibilityPolicy) Rules 2014 the Board has constituted a CSR Committee and based on therecommendations of the Committee the CSR Policy has been approved by the Board ofDirectors 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 averageloss in three preceding financial years there is no statutory requirement for spending onCSR activities pursuant to provisions of Section 135 of

Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014. however the Company and its management is committed to contribute towards thebetterment of the society where we live and work as and when the company's cash flowpermits.

The annual report on CSR activities is attached at annexure-III forming part ofthis report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

Deposits

During the year under review the Company has not accepted any deposits under theprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) 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* NIL `547.66 Crore
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 In March 2015 the Company had filed an application before the hon'ble CLB [Now NCLT] for seeking inter-alia re-schedulement of repayment of Fixed Deposit. During the year under review the hon'ble National Company Law Tribunal New Delhi (NCLT) dismissed the said application. On appeal against the said order the hon'ble National Company Law Appellate Tribunal New
Maximum during the year At the end of the year Delhi (NCLAT) extended the date of repayment of deposits under Section 74(1) of the Act upto 31st December 2016. Subsequently the said appeal was also dismissed by the hon'ble NCLAT vide its order dated 31st January 2017. The Company has already earmarked six unencumbered land parcels and best possible efforts are being made for sale of said land parcels for repayment of the deposits. however regardless of adverse circumstances and difficulties the management is committed to comply with the orders passed by hon'ble NCLT and hon'ble NCLAT to repay all the public deposits alongwith interest thereon.
Details of deposits which are not in Compliance with Chapter V of this Act. *As at 31st March2017

RELATED PARTY TRANSACTIONS

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

All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year under review the Company has not entered into anycontract/arrangement/transaction with related parties which could be considered materialin 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 applicablefor the year under review. The Company has framed approved and implemented a policy ondealing with Related Party Transactions and the same is available on Company's websiteunder 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 financialstatement which sets out related party disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median employees' remuneration andother 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 annexureIV forming part of this report.

The statement containing Particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 allshareholders of the Company excluding the aforesaid information and the said Particularsare made available for inspection at the Registered Office of the Company during workinghours 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 pertainingto disclosure of Particulars relating to conservation of energy and technology absorptionare not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

The foreign exchange earnings and outgo of the Company during the year under reviewwere NIL and ` 3.77 crore as compared to NIL and ` 2.73 crore in the previous yearrespectively.

SIGNIFICANT AND MATERIAL ORDERS

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

Acknowledgements

Your Directors wish to express their sincere appreciation for the co-operation receivedfrom the financial institutions banks government authorities customers vendors andsuppliers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the significant contribution made by each & everyemployee of the Company. The Directors are also thankful to all stakeholders for theircontinued patronage.

for and on behalf of Board of Directors for UnITecH LIMITeD

Ramesh chandra chairman DIn: 00004216

Date: 30th May 2017 place: Gurugram