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Unity Infraprojects Ltd.

BSE: 532746 Sector: Infrastructure
NSE: UNITY ISIN Code: INE466H01028
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VOLUME 4089
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OPEN 4.99
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VOLUME 4089
52-Week high 11.50
52-Week low 4.31
P/E
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Unity Infraprojects Ltd. (UNITY) - Director Report

Company director report

Dear Stakeholders

The Directors have pleasure in presenting their 19th Annual Report together with theAudited 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 positionarising out of overall deceleration in the economy lower industrial growth delayed orindecisions at various governments clients’ level affecting the project progress andproject variations. The liquidity crisis arising out of delayed and withheld paymentsresulted in higher debts. This necessitated re-assessment of jobs considering the delaysin project execution on account of funding difficulty. Many of the jobs turned negative onincreased costs due to time and cost overruns on account of unfavorable working capitalcycle arising out of increased inventory and outstanding receivables which in accordancewith Accounting Standard 7 required upfront recognition of the project loss. The companyis making all measures to overcome those constraints by either terminating or forclosureof the contracts speeding up the execution of works which are on the verge of completionmaking claims and claiming cost escalation or cost overruns wherever the contractagreements permits etc With a new and progressive government at the Centre the situationis likely to improve. With the Government’s helping hand and positive attitude welook forward to a phased economic revival and boosting of business confidence due to hardpolicy decisions. We are hoping the government will come up with a clear cut road–mapfor implementing the policies.

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

On a Consolidated basis the Turnover of Group stood at Rs. 324.84 Crore as compared toRs. 1098.07 Crore 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 ofRs. 341.71 Crore during the previous year ended 31st March 2015. The Order book as on31st March 2016 stood at Rs. 1589.13 Crore

2. DIVIDEND:

Your Directors have not recommended any dividend for the financial year ended 31stMarch 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 ofdividend in terms of the Corporate Debts Restructuring Package.

3. OPERATIONS:

It is pertinent to note that completion of ongoing projects have been funded by theCorporate Debt Restructuring (CDR) Package sanctioned to the Company in December 2014.However the sanction of CDR Package post the referral to CDR forum and consequentrelease of part of additional exposure under CDR Package happened with delay whichresulted in further delay in completion of the balance project. The delay in release ofworking 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 thesame were executed in the year 2013-14. But subsequent to the execution of the documentssome of the lenders of Consortium of Bank has backed out from the financial closure. Nonew lender had shown interest in the project. One of the Road project has been foreclosedby the NHAI and other is likely to be terminated. Under the CDR Package further funds inthe form of equity/preference shares/unsecured loan etc. has been infused by thepromoters and also the Company is seeking potential investment sources.

4. SHARE CAPITAL:

During the period under review there is no change in the Authorised Capital of theCompany. The Authorised Share Capital is Rs. 35 Crore. In terms of CDR Package and CDR LOAdated 26.12.2014 the Promoter/Promoter Group Company was required to make contributionby 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 againstwhich 26420784 equity shares of Rs.2/- each fully paid up at a price of Rs. 27.52 pershare were allotted to ASPL. Till 31st March 2016 20368638 equity shares of Rs 2/-each fully paid up at a price of Rs. 27.52 per share were allotted to CDR Lenders againstconversion of interest on FITL for the period from 1st January 2014 to 31st March 2016aggregating to Rs.560544918/-. The equity share capital of the Company was enhancedfrom Rs 148174760/- to Rs 241753604/-.

The equity shares were later admitted for listing and trading on both the stockexchanges 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 noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (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 isset out in a separate section forming part of the Annual Report attached herewith as AnnexureA. Certain statements in the said report may be forward looking Many factors mayaffect the actual results which could be different from what the Directors envisage interms 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 Subsidiariesand 11 Associate Companies. There has been no material change in the nature of thebusiness of the Company and its subsidiaries.

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

A statement containing salient features of the financial statements of these companiesas required to be provided under section 129(3) of the Act are enclosed herewith in thespecified form as Annexure B. Accordingly this annual report does not contain thereports and other statements of the subsidiary companies. Any member intends to have acertified copy of the Balance Sheet and other financial statements of these subsidiariesmay write to the Company Secretary. These documents are available for inspection duringbusiness hours at the registered office of the Company and that of the respectivesubsidiary 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 ofAssociation of the Company and Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Mr.Chaitanya Joshi and Mr. Dinesh JoshiDirectors of the Company will retire by rotation at this meeting and being eligible yourBoard recommends their re- appointment. Details of the directors seeking re-appointment atthis 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 ViceChairman and Managing Director & Chief Executive Officer (CEO) Mr. Madhav G. NadkarniChief Financial Officer and Mr.Prakash B. Chavan Group Company Secretary and Head - Legalare 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 theDirectors 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 thatthey meet the criteria of independence as provided in of Section 149(6) of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 of the Listing Agreement with the Stock Exchanges. An exclusive meetingof the Independent Directors of the Company has been held on 12th February 2016 which wasattended by all the Independent Directors. They have reviewed the performance of thenon-independent directors and the Board as a whole performance of chairperson and qualityof information to the Board as provided under Schedule IV of the Companies Act 2013.

The Company has adopted a program on familiarisation of Independent Directors withtheCompany their roles rights responsibilities in the Company nature of business andthe 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 Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation of the workingof the Board and of the Committees of the Board by way of individual and collectivefeedback from Directors. The following were the Evaluation Criteria: (a) For IndependentDirectors: Knowledge and Skills Professional conduct Duties Role and functions (b) ForExecutive Directors: Performance as Team Leader/ Members Evaluating Business Opportunityand analysis of Risk Reward Scenarios Key set Goals/KRA and achievements ProfessionalConduct and Integrity Sharing of Information with the Board The Directors expressed theirsatisfaction with the evaluation process.

11. AUDIT COMMITTEE:

The Audit Committee re-constituted w.e.f. 3.12.2015 which consists of Mr. Abhijit KAvarsekar 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 July2015) as members. The Committee interalia reviews the Internal Control System Reports ofInternal Auditors and Compliance of various regulations. The Committee also reviews atlength 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 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a VigilMechanism or ‘Whistle Blower Policy’ for directors employees and otherstakeholders 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 financialcontrols ensure compliance with various policies practices and statutes and keeping inview the organisation’s pace of growth and increasing complexity of operations. Theinternal auditors team carries out extensive audits throughout the year across alllocations and across all functional areas and submits its reports to the Audit Committeeof the Board of Directors.

14. CORPORATE SOCIAL RESPONSIBILITY:

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

In compliance with requirements of Section 135 of the Companies Act 2013 the Companyhas laid down a CSR Policy. The composition of the Committee contents of CSR Policy andreport on CSR activities carried out during the financial year ended 31st March 2016 inthe format prescribed under Rule 9 of the Companies (Accounts) Rules 2014 is annexedherewith as

Annexure C.

Since there are no average net profits for the Company during the previous threefinancial years there are no specific funds that are required to be set aside and spentby the Company during the year under review. But the Company arrange funds to continuedthe ongoing CSR projects undertaken by the Company. Members can access the CSR Policy onthe website.M

15. POLICY ON NOMINATION AND REMUNERATION:

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

16. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered into during the financial year were onarm’s length basis and were in ordinary course of business and were within the limitsand terms and conditions approved by the Shareholders of the Company in its Extra-ordinaryGeneral Meeting held on 28th February 2015. There are no materially significant relatedparty transactions made by the Company which may have potential conflict with the interestof the Company. The policy on Related Party Transactions as approved by the Board ofDirectors is available on the Company’s website i.e. www.unityinfra.com Prior omnibusapproval of the Audit Committee is also sought for transactions which are of a foreseenand repetitive nature.

The related party transactions are entered into based on considerations of variousbusiness exigencies such as synergy in operations profitability legal requirementsliquidity resources availability etc of related parties. All related party transactionsare intended to further the Company’s interests.

17. CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport. The requisite certificate from M/s. Snehal Raikar & Co. Practising CompanySecretaries confirming compliance with the conditions of corporate governance asstipulated under the aforesaid Schedule V is attached to the Report on CorporateGovernance.

18. FIXED DEPOSITS:

In F.Y. 2015-16 the Company has not accepted/ renewed any deposits. As on 31st March2016 there were unclaimed deposits amounting to Rs. 2554.64 and interest on depositsamounting to Rs. 92253.00. There has been no default in repayment of deposits or interestthereon. 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 codeNo. 532746 and on the National Stock Exchange of India Limited (NSE) with scrip code ofUNITY. The Company confirms that the annual listing fees to both the stock exchanges forthe financial year 2016-17 have been paid.

20. LOAN GUARANTEE OR INVESTMENTS:

Details of Loans granted Guarantees given and Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 is given asAnnexure 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 Companytill the conclusion of Annual General Meeting for the F. Y. 2016-17 as approved by themembers at their 17th Annual General Meeting held on 8th September 2014.

Further pursuant to the requirement of Section 139 of the Companies Act 2013 theappointment of Statutory Auditors is to be ratified by the members at every Annual GeneralMeeting. 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 twoassociate companies which are not under our control and five loss making joint ventures inwhich there is no any activities. The major JV partner did not provide requiredinformation and as such total assets as on 31st March 2016 and Total Revenue on that datecould not be ascertained.

(b) Secretarial Auditors:

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

Annexure F.

The Board in its meeting held on 11th May 2015 on the recommendations of the AuditCommittee had approved appointment of M/s. Snehal Raikar& Co. Practising CompanySecretaries as Secretarial Auditor of the Company for audit of the secretarial andrelated records of the Company for the financial year ending 31st March 2016. The Companyhas received consent letter from M/s. Snehal Raikar & Co. Practising CompanySecretaries for their appointment.

(c) Cost Auditors:

In compliance with the provisions of Section 148 of the Companies Act 2013 the Boardof Directors of the Company at its meeting held on 27th May 2015 had reappointed M/sAshwin Solanki & Associates Cost Accountants as Cost Auditors of the Company for theFY 2015-16. M/s Ashwin Solanki & Associate Cost Accountant despite having issuedcertificate stating that Cost record has been maintained by the Company they could notsubmit their Cost Audit Report for the year 2014-15. Vide their Resignation Letter datedApril 15 2016 they informed to the Company that they have resigned as Cost Auditors forthe year 2014-15 and 2015-16. The Board of Directors of the Company at its meeting held on13th May 2016 had appointed M/s Gangan & Co. Cost Accountants as Cost Auditors ofthe Company for the FY 2014-15 and 2015-16 on the same remuneration. The appointment asCost Auditors is till the expiry of 180 days from the closure of the financial year ending31st March 2016 or till the submission of the Cost Audit Report for the financial year2015-16 in the prescribed format to the Board which ever is earlier. ln terms of theprovisions of Section 148(3) of the Companies Act 2013 read with Rule14(a)(ii) of TheCompanies (Audit and Auditors) Rules 2014 the remuneration of the Cost Auditors has tobe ratified by the members.

Accordingly necessary resolution is proposed at the ensuing AGM for ratification ofthe 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 CharteredAccountants as Internal Auditors of the Company for the F.Y. 2016-17.

There are qualifications reservation adverse remark or disclaimer by the SecretarialAuditor 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 toidentify assess monitor and mitigate various risks to key business objectives. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis. These are discussed at the meetings of the AuditCommittee 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 onStandalone and Consolidated) for the year ended 31st March 2016 as set out in theirrespective auditors reports of 30th May 2016 is as follows: (i) With reference toclause (a) of the "Basis of Qualified Opinion" in the Audit Reports on theStandalone Financial Statements wherein the auditors have opined that the Company hasduring the year after 1st April 2015 taken loans/advances from ten parties is deemed aspublic deposit in terms of Section 73 of the Companies Act 2013 which amounts toviolation under the Act.

The Board would like to inform you that as explained in Note 6 of the StandaloneFinancial Statements the loan was taken to meet the urgent working capital requirementsfrom four associate companies amounting to Rs. 2290.15 lakhs which is accumulated amountsince financial year 2013-14. Being as associate companies the management is indiscussion with such companies for reduction /waiver of interest in respect of suchunsecured loan and arrange for repayment in phase manner.

(ii) With reference to clause (b) of the "Basis of Qualified Opinion" inthe Audit Reports on the Standalone Financial Statements wherein the auditors have opinedthat the Company has during the year after 1st April 2015 granted unsecured loans andgiven advances aggregating to Rs. 1477.39 lakhs to four related parties covered underSection 185 of the Companies Act 2013.

The Board would like to inform you that as explained in Note 12 of the StandaloneFinancial Statements the loan was given as a business exigency and in the ordinary courseof business. The said transaction amounted to giving of loan by the Company to the relatedparties in the ordinary course of business. Being subsidiary / associate companies themanagement 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 systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including Audit of internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company’s internal financial controls were adequate and effective during thefinancial year 2015-16 Pursuant to the requirements under Section 134(5) of the CompaniesAct 2013 with respect to the Directors’ Responsibilities Statement it is herebyconfirmed that; i) in the preparation of the annual accounts for the financial year endedMarch 31 2016 the applicable Accounting Standards have been followed along with properexplanations relating to material departures; ii) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2016 and of the profit or loss of the Company for the saidperiod; iii) that the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv) the directors had prepared the annual accounts for the financialyear ended March 31 2016 on a "going concern" basis; v) they have laid downinternal financial controls in the company that are adequate and were operatingeffectively and vi) they have devised proper systems to ensure compliance with theprovisions 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 1stApril 2016 pursuant to the Companies (Indian Accounting Standard) Rules 2015 as notifiedby 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’sstandalone 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 asrequired under Section 92(3) of the Act is enclosed herewith in the specified format as AnnexureG

26. PARTICULARS OF EMPLOYEES AND DISCLOSURES:

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rules 5(1) of the Companies (Appointment & Remunerationof 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 2014none of the employees are in receipt of the remuneration which is in excess of the limitsas specified in the regulation.

In terms of Section136(1) of the said Act the Report and Accounts are being sent tothe members and others entitled thereto excluding the aforesaid annexure which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company upto the date of the ensuing Annual GeneralMeeting. If any member is interested in obtaining a copy thereof such Members may writeto 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 FinalDividend amounting to Rs. 45356/- (for the year 2007-08) to Investor Education andProtection Fund (IEPF) which was due and payable and remained unclaimed and unpaid for aperiod of seven years as provided in Section 205C(2) of the erstwhile Companies Act1956 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 ofthe Companies ( Amendment) Act 2015 to the Audit committee Board of Directors or to theCentral 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 earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (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 utilising 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 developmentor import substitution : NA (iii) in case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year) : NA

(a) the details of technology imported; (b) the year of import; (c) whether thetechnology been fully absorbed; (d) if not fully absorbed areas where absorption has nottaken place and the reasons thereof; (iv) the expenditure incurred on Research andDevelopment : NA

Expenditure on R& D (Rs. in Lakhs)
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

Directors' Report

(C) Foreign exchange earnings and Outgo :

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

29. DETAILS OF UNCLAIMED SUSPENSE ACCOUNT:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith as Annexure I. The voting rights on the equity shares which aretransferred to Unclaimed Suspense Account shall remain frozen till the rightful owner ofsuch equity shares claims the shares.

30. ACKNOWLEDGEMENT:

The Directors of your Company thank the Government of India various State Governmentsand their concerned Department /Agencies / Regulatory Authorities for their continuedsupport and cooperation. The Directors also wish to place on record the support extendedby various Banks Financial Institutions CDR Cell and every stakeholder of the Company.The Directors further wish to appreciate and value the contributions made by everyemployee 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

ANNEXURE B

Statement regarding Subsidiary Companies pursuant to Section 129 of the Companies Act2013

Particulars Share Capital Paid-up Capital Reserves & Surplus Total Assets Total Liabilities Investments (Except in Subsidiary) Turnover/ Profit / (Loss) before Tax Provision for Taxation Profit / (Loss) after Tax Proposed Dividend % of Share holding
1 Unity Realty & Developers Limited Subsidiary 200.00 553.66 42632.39 42632.39 2587.13 - (85.52) - (85.52) - 100
2 Unity Infrastructure Assets Limited Subsidiary 622.50 387.59 8828.86 8828.86 7798.51 1.59 (303.60) - (303.60) - 100
3 Unity Natural Resources Private Limited Subsidiary 1.00 0.24 2.22 2.22 0.33 1.59 1.49 - 1.14 - 51
4 Bengal Unity Realtors Private Limited Stepdown Subsidiary 1.00 (1.84) 0.31 0.31 - - (0.85) - (0.85) - -
5 Bengal URDL Housing Projects Limited Stepdown Subsidiary 5.00 (6.04) 0.27 0.27 - - (4.85) - (4.85) - -
6 URDL Bangalore Developers Private Limited Stepdown Subsidiary 1.00 (1.44) 3539.81 3539.81 - 439.00 6.10 4.00 2.10 - -
7 Suburban Agriculture Dairy & Fisheries Private Limited Stepdown Subsidiary 1.00 (87.51) 32.32 32.32 - 0.82 (22.04) - (22.04) - -
8 Unity Tourist Hospitality Private Limited Stepdown Subsidiary 1.00 (1.15) 7.17 7.17 - - (0.13) - (0.13) - -
9 Unity Integrated Roads Private Limited Stepdown Subsidiary 1.00 (3.20) 0.66 0.66 - - (0.08) - (0.08) -
10 Unity Agriprojects Private Limited Stepdown Subsidiary 41.00 (1.64) 60.95 60.95 - - (0.08) - (0.08) - -
11 Aura Greenport Private Limited Stepdown Subsidiary 41.00 (76.87) 0.35 0.35 - - (0.08) - (0.08) - -
12 Chomu Mahla Toll Road Private Limited Subsidiary 1743.36 6963.21 35786.38 35786.38 - 0.5 (12.11) - (12.11) - 51
13 Jind Haryana Border Toll Road P rivate Limited Subsidiary 721.00 6473.05 10578.90 10578.90 - - (0.68) - (0.68) - 51
14 Suratgarh-Sriganganagar Toll Road Private Limited Subsidiary 1.00 (2.79) 8322.40 8322.40 - - (0.29) - (0.29) - 51
15 Unity Building Assets Private Limited Subsidiary 1.00 (1.85) 5875.08 5875.08 - - (0.17) - (0.17) - 100
16 Mumbai Modern Terminal Market Complex Private Limited Subsidiary 1.00 (0.34) 1.10 1.10 - - (0.10) - (0.10) - 60

Annual Report on CSR

Activities to be included in the Board’s Report:

1. A brief outline of the CSR Policy : Company’s CSR Policy is to

• contribute towards social and economic development of the Communities where itoperate;

• in addition Company wants to build a sustainable way of life for all sectionsof society;

• with emphasis and focus on Education Health Care Senior Citizens EnvironmentSustainable Livelihood and Empowerment of Women.

2. Objective

Unity CSR Foundation underscores the fact that helping is not simply a matter ofdispersing money but of making a deep long-term commitment and casting a hard eye onresults. The entire management and operation of Foundation is in compliance with theprinciples of "Good Governance "and thus sets itself apart with its set norms ofsustainability scalability accountability transparency credibility and effectiveleadership.

3. An over view of activities undertaken : Broad areas of CSR policy activitiescovers-A. Health Sector:

1. Project Sangopan is running successfully since 2011 in association with Shabri SevaSamiti. The sole objective of the project is "Eradication of Malnourishment fromJawhar Taluka".

2. In 2015-16 Unity has provided nutritional food on daily basis to 87 severelymalnourished children ageing between 0-5 years from Ukshipada and Faralepada hamlets ofJawhar Taluka.

3. 24 medical camps were arranged in Faralepada Medha Alyachi Meth and Mokhyachapadahamlets of Jawhar Taluka and around 1300 children and 220 pregnant women got treatedthrough these medical camps.

B. Child Education:

1. Project Utkarsh : We are running this project smoothly in 7 MCGM Schoolssince 2010. The Objective behind the project is to impart computer education among thestudents of MCGM Schools. To achieve the set object UCF has appointed full time computerinstructors on its payroll. In the year 2015-16 nearly 7950 students got benefittedthrough the said project. The special syllabus have been designed in English Hindi andMarathi for 1st to 10th standard.

2. Project Dnyandeep: We are running this project successfully since 2010 thesole object of which is to establish and maintain libraries in MCGM Schools. Till nowtotal 3 libraries have been established by us and three full time librarians have beendeployed for the same. Along with book reading other activities like stage couragebuilding or confidence building wooden work craft work wax work drawing thread worketc. are being conducted in the said libraries.

4. Web-link to the CSR policy: The web-link is http://www.unitycsrfoundation.com.

5. The composition of CSR Committee :

Sr. No. Name of the Member Designation
1 Girish Gokhale Chairman of the Committee Independent Director)
2 Kishore Avarsekar CMD - Member
3 Abhijit Avarsekar VCMD - Member

6. Average Profit of the Company for last 3 financial year :

Financial Year Net profit As per Section 198 of the Companies Act 2013 ( Rs. In lakhs)
2014-15 (34006.16)
2013-14 634.57
2012-13 9255.52

Average Net Profit of the Company for the last three financial years: Rs. ( 24116.07)Lakhs.

7. Prescribed CSR Expenditure (two per cent of the amount as in item 6 above):

Not Applicable

8. Details of CSR activities undertaken during the year 2015-16 a. Totalamount spent for the financial year -Rs.16.78 lakhs b. Amount unspent –Not Applicablec. Manner in which the amount spent during the year

Srn. Sector Description Amount (Rs.)
1 Child Education Utkarsh 504834
Dnyandeep 237838
2 Health Sangopan 360125
3 Miscellaneous Administrative Expenses 574800
Total 1677597

9. In case the Company has failed to spend the two percent of the average netprofit of the last three financial years or any part hereof the Company shall provide thereasons for not spending the amount in its Board Report:

Due to liquidity issue Corporate Debt Restructuring Package has been approved to theCompany w.e.f. 26th December 2014. The said scheme is under implementation. The Companyhas suffered losses in the financial year 2014-15 and 2015-16. As such prescribed limit ofCSR Expenditure under Section 135 of the Companies Act 2013 is not applicable. Howeverthe Company in order to continue the existing project spend the required amount on suchproject during the financial year 2015-16.

10. A responsibility statement of CSR Committee that implementation and monitoring ofCSR Policy is in compliance with CSR objectives and policy of the Company:

The CSR Committee hereby confirms that the implementation and monitoring of CSR policyhas been carried out with all reasonable care and diligence and the same is in compliancewith CSR Objectives and the Policy of the Company. However as explained in item No.9above the CSR spend was not the amount equivalent to threshold limit during the financialyear 2015-16 in view of the Company is under CDR.

Sd/- Sd/-
Kishore K. Avarsekar Abhijit K. Avarsekar
Chairman and Vice Chairman and
Managing Director Managing Director
(Member of CSR (Member of CSR
Committee) Committee)
Sd/-
Girish Gokhale
Chairman of CSR Committee

ANNEXURE- F

SECRETARIAL AUDIT REPORT FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

UNITY INFRAPROJECTS LIMITED

1252 Pushpanjali Apartments Old Prabhadevi Road Prabhadevi Mumbai: 400 025.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Unity Infraprojects Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of Company’s books papers minute books forms andreturns filed and other record maintained by the Company and also the information providedby the Company its officers agents and authorised representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod covering the financial year ended on March 31 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returnsfiled and other records maintained by the Company for the financial year ended on March31 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-law framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; - Not applicable

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; - Not applicable

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; -Not applicable

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

- Not applicable

(vi) Other laws applicable to the Company:

1. Industrial Disputes Act 1947

2. The Payment of Wages Act 1936

3. The Minimum Wages Act 1948

4. Employee State Insurance Act 1948

5. The Employees Provident Fund and Miscellaneous Provisions Act 1952

6. The Payment of Bonus Act 1965

7. The Payment of Gratuity Act 1972

8. The Contract Labour (Regulation and Abolition) Act 1970

9. The Maternity Benefits Act 1961 10. Competition Act 2002 11. The Income Tax Act1961;

12. Shops and Establishments Act 1948

13 Indirect Tax Laws

We have also examined compliance with the applicable clause of the following: i. TheSecretarial Standards issued by the Institute of Company Secretaries of India ii. TheListing Agreements entered into by the Company with National Stock Exchange and BombayStock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

However :

As the Company was under CDR and has occurred loss in the current year as well as inthe last year the Company has not been able to spend the prescribed threshold of 2% ofits average net profits for the last three financial years (as calculated in accordancewith the Companies Act 2013) towards Corporate Social Responsibility (CSR). Still theCompany has spent Rs. 1677597/- just for viability of the ongoing projects underCSR.Website of the Company is required to be updated as per applicable provisions of theListing Agreement.

We further report that during the year the Company has issued 26420784 equityshares to promoters and 20368638 equity shares to CDR Lenders on preferential basis asper the Corporate Debt Restructuring (CDR) Scheme under the CDR system which has beenapproved by the CDR Cell vide their letter dated 26th December 2014. The Company haspassed necessary resolutions for taking members approval in that regard.

We further report that issue of 2906976 equity shares to ICICI Bank Limitedcorresponding to conversion of Funded Interest Term Loan (FITL) to equity which wasconsidered in the Board meeting of 30th September 2015 has not been completed and keptpending on receipt of the request letter dated 29th September 2015 from the said bankspecifying not to allot the shares for time being.

We further report that during the year the Company has paid Managerial Remuneration inexcess of the limits specified under Section 197 of the Companies Act 2013 and applicableSchedule V. However the excess remuneration paid has been reversed and necessary entrieshave already been passed in the system.

We further report that as per the information and records provided by the Company allthe Related Party Transactions under Section 188 of the Act which has been done onarm’s length basis and in the ordinary course of the business has been regularlyconsidered in the Quarterly Board Meetings.

Based on the information provided to us by the Management;

• The loans and advances taken from ten parties as at March 31 2016 amounting toRs. 229014648/- is deemed as public deposit in terms of Section 73 of the CompaniesAct 2013 which amounts to violation of the same under the Act.

• The loans and advances given to related parties as at 31st March 2016 areamounting to Rs. 4754433602/- out of which the loans & advances given to fourrelated parties during the year after 1st April 2015 amounting to Rs.147738778/- is inviolation of Section 185 of Companies Act 2013.

(Figures are based on Standalone Financial Statements of the Company.)

We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to Schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried unanimously asrecorded in the minutes of the Meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has no instances of anyspecific event / action having a major bearing on the company’s affairs in pursuanceof the above referred laws rules regulations guidelines standards etc.

We further report that the undisputed Statutory dues amounting to Rs.551092231/- anddisputed Statutory dues of Rs.7918009340/- of the Company are outstanding as on 31stMarch 2016.

We further report that number of prosecutions are initiated by and against the Companyduring the year under review and the Company has appointed legal counsel for defending thesame and also negotiating with a few parties for out of Court settlement.

For Snehal Raikar and Co.
(Practising Company Secretaries)
Snehal M. Raikar
ACS No. 27133 CP No. 12405
Place: Mumbai
Date: May 30 2016

Note: This report is to be read with our letter of even date which is annexed as‘ANNEXURE A’ and forms an integral part of this report.

'ANNEXURE A’

To

The Members

UNITY INFRAPROJECTS LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limitedto the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Snehal Raikar and Co.
(Practising Company Secretaries)
Snehal M. Raikar
ACS No. 27133 CP No. 12405
Place: Mumbai
Date: May 30 2016

ANNEXURE - H

As per the provisions of Section 197 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed company isrequired to disclose following information in the Board’s Report:

Variation in the market capitalization Rs. 1209.00 Lakhs
Price Earning Ratio as at the closing date of current financial year (66.76)
Price Earning Ratio as at the closing date of previous financial year (45.90)
Percentage increase over/ ( decrease) in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of unlisted companies in the variations in the net worth of the Company as at the close of current financial year and previous financial year Not Applicable
Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year
Name Ratio of Employees
Kishore K Avarsekar – Chairman and Managing Director 1:0058
Abhijit K Avarsekar - Vice Chairman and Managing Director 1:0060
Percentage increase in remuneration of each Director Chief Financial Officer Company Secretary or manager if any in the financial year
Name % Increase
Kishore K Avarsekar – Chairman and Managing Director NIL
Abhijit K Avarsekar - Vice Chairman and Managing Director NIL
Madhav G Nadkarni – Chief Financial Officer NIL
Prakash B Chavan – Company Secretary NIL
Percentage increase in the median remuneration of employees in the financial year. NIL
Number of permanent employees on the rolls of the Company 73 Not Applicable
Explanation on the relationship between average increase in remuneration and company performance
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company. Not Applicable
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and it comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. NIL
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company. NIL
Key parameters for any variable component of remuneration availed by the directors. Not Applicable
Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year . Not Applicable

We affirm that the remuneration paid to the managerial and Non-Managerial Personnel isas per the remuneration policy of the Company.

ANNEXURE- I

Details of Unclaimed Suspense Account as per the provisions of Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015: Aggregate number ofshareholders and the outstanding shares in the suspense account lying at the beginning ofthe year.

No of shareholders 15
Outstanding shares 1365
Number of shareholders who approached the Company for transfer of shares from suspense account during the year NIL
Number of shareholders to whom shares were transferred from suspense account during the year NIL

Aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year

No of shareholders 15
Outstanding shares 1365