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Unity Infraprojects Ltd.

BSE: 532746 Sector: Infrastructure
NSE: UNITY ISIN Code: INE466H01028
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VOLUME 3148
52-Week high 8.80
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OPEN 2.45
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VOLUME 3148
52-Week high 8.80
52-Week low 2.35
P/E
Mkt Cap.(Rs cr) 30
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 Board of Directors have pleasure in presenting their 20th Annual Reporttogether with the Audited Accounts of the Company for the year ended 31 March 2017.

1. FINANCIAL PERFORMANCE:

During the period under review the Turnover of the Company on a standalone basis stoodat Rs. 247.08 Crore as compared to Rs. 381.40 Crore during the previous year. The Companyposted a Net Loss after Tax of Rs.1113.20 Crore during the year ended 31stMarch 2017 as against a Net Loss after Tax of Rs. 540.37 Crore during the previous yearended 31st March 2016.

On a Consolidated basis the Turnover of Unity Group stood at Rs. 259.12 Crore ascompared to Rs. 480 Crore for the previous year. The Group posted a Net Loss after Tax ofRs. 1170 Crore during the year ended 31st March 2017 as against a Net Lossafter Tax of Rs. 557 Crore during the previous year ended 31st March 2016.

The Order book as on 31st March 2017 stood at Rs. 608.89 Crore.

2. EROSION OF NETWORTH:

With accumulated losses of Rs. 1113.20 crores at the end of the financial yearresulting in erosion of total net worth. The Board has reviewed the causes for sucherosion and the reasons amongst others which adversely affected the performance of theCompany were:(a) Delay in execution of Project necessity to hire local workmen adverseoperating and financial leverage and delay in sanction and disbursement of requiredProject Loan termination of contract and black listing which resulted in huge over-runand caused non achievement of performance and profitability and thereby losses.

The Board after considering the various steps implemented and/or to be undertaken forimprovement of performance of the Company is confident/optimistic that the Company wouldbe able to implement effective measures in normal course of business to revive theoperations of the Company. Accordingly the financial statements for the Financial Year2016-17 has been prepared on a going concern basis.

3. DIVIDEND:

Your Company has restructured its debt under the Scheme for Corporate DebtRestructuring ("CDR Package") and therefore it is necessary to conserve andoptimise use of resources to improve the health of the Company. Hence your Directors havenot recommended any dividend for the financial year ended March 31 2017.

4. OPERATIONS:

Moratorium period of CDR Package has expired on 31st March 2016 and duringthe said period there was no progress seen for revival of the Company. Lenders opposed forStrategic Debt Restruucturing (SDR). The management of the Company has been trying itslevel best to save Bank Guarantees by giving balance work of on going project on B2Bbasis.

The financial closure of three projects were 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 had 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 one had terminated. In order to save BG given by the Company themanagement had written to the Client to replace the Concessioner.

Under the CDR Package further funds in the form of equity/preference shares/unsecuredloan etc. had infused by the promoters and also the Company is seeking potentialinvestment sources.

5. CDR IMPLEMENTATION:

The Company had availed credit facilities ("Facilities") for working capitalrequirement as well as for hiring construction equipments for its various projects. Thedebt obligations of the Company were restructured under Corporate Debt Restructuring("CDR") mechanism on the terms and conditions set out in the MasterRestructuring Agreement dated 26th December 2014 executed amongst SBI (as theMonitoring Institution) the Lenders and the Company ("CDR MRA"). The PrincipalMoratorium was for 27th months from the cut-off date i.e. 1stJanuary 2014.

Despite availing the restructuring of the Facilities under the CDR mechanism theCompany was facing liquidity issues and challenges in debt

servicing due to inter alia slower than envisaged recovery in the economy andinfrastructure sector and increased interest cost for the Company due to increase inworking capital requirement and non-realization of claims/ receivables. This resulted in agap of cash-flow timing mismatch between claims realization (including interest) and debtsserving If such gap left unaddressed the Company will face challenges in the execution ofits order book and also in serving of its debt. Additional working capital supportsanctioned by Lenders were not disbursed.

Accordingly in order to bring the aforementioned cashflow timing mismatch the lendersdeleibarated various solutions to address the aforementioned liquidity issue andrecommended the Scheme for Strategic Debt Restructuring introduced by the Reserve Bank ofIndia ("RBI") pursuant to circulars dated February 25 2016.

The Lenders in their Joint Lender's Forum Meeting ("JLF") held on 28thMarch 2016 deliberated on the various options but could not agree with therecommendation of Monitoring Commiittee for implimentation of Strategic Debt Restructing.

The option left with the Monetoring Committee as well as the Company to explore theopportunties for strategic investor as well as to complete the projects which were near tocompletion to avoid further encashment of bank guarantees or termination of contract. TheCompany and the management is hopeful that it will come over the said situation.

6. SHARE CAPITAL:

During the period under review there is no change in the Authorised Capital of theCompany. The Authorised Share Capital is Rs. 350000000/- and Paid-up Capital is Rs241753604/-.

The equity shares have been listed and being traded 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 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.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 read with Shcedule V of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 Management's Discussion andAnalysis is set out in a separate section forming part of the Annual Report as Annexure A.

8. SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS:

During the year under review the following changes have taken place with respect toSubsidiary Companies and Associate Companies:

As on March 10 2017 your Company has 8 direct Subsidiaries 8 step down Subsidiariesand 11 Associate Companies. There has been no material change in the nature of thebusiness of the Company and its subsidiaries.

Chomu Mahala Toll Road Private Limiteda subsidiary company ceased to be a subsidiaryof Unity Infraproject Limited w.e.f. 17.03.2017 due to allotment of shares to Lendersunder SDR Scheme.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing there in 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 section129(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.

9. 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 Mrs. Vidya P Avarsekar Director of the Companywill retires by rotation at this meeting and being eligible your Board recommends herre-appointment.

Details of the director seeking re-appointment at this meeting has been given in thenotice 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 Heal Legalare Key Managerial Personnel of the Company.

10. MEETING OF THE BOARD :

Five (5) Board Meetings were held during the financial year ended 31st March 2017. Thedetails of the Board Meetings with regard to their dates and attendance of each of theDirectors there at have been provided in the Corporate Governance Report.

11. 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 meeting of the Independent Directors of the Company was held on 10thFebruary 2017 which was attended by all the Independent Directors. They have reviewed theperformance of the non-independent directors and the Board as a whole performance ofchairperson and quality of information to the Board as provided under Schedule IV of theCompanies Act 2013.

12. 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 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.

13. AUDIT COMMITTEE:

The Audit Committee consists of all Independent Directors with Mr. Dinesh Joshi asChairman Mr. Girish Gokhale Mr. Chaitanya Joshi and Mr. Abhijit K Avarsekar ViceChairman and Managiong Director as members. The Committee inter alia reviews the InternalControl System Reports of Internal Auditors and Compliance of various regulations. TheCommittee also reviews at length the financial statements before they are placed beforethe Board of Directors.

14. 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 other stakeholders toreport genuine concerns has been established. The same is also uploaded on the website ofthe Company.

15. INTERNAL CONTROL SYSTEMS:

The Company's internal control procedures which includes internal financial controlsensure compliances with various policies practices and statutes and keeping in view theorganisation's pace of growth and increasing complexity of operations. The internalauditors team carries out extensive audits throughout the year across all locations andacross all functional areas and submits its reports to the Audit Committee of the Board ofDirectors.

16. 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.Pursuant to the provisions of section 135 of theCompanies Act 2013 the Corporate Social Responsibility Committee was constituted by theBoard at its meeting held on 29th May 2014 since the Company fulfilled theconditions stipulated in sub- section(1) of section 135. Since financial year 2014 theCompany has been facing liquidity crunch on account of various factors viz. significantdelays in project execution due to land acqu isi tion legal issu es a nd regula torybottlenecks shortage of funds/liquidity due to delayed realization of receivables inexcess of six months long term Investment/Advances to Real Estate/ and BOT subsidiariesand part of inventory has become absolute on account of the projects getting undulydelayed. During the financial year 2013-14 the Company was referred to CDR Cell and CDRPackage was approved on 26.12.2014 for revival of the Company.

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 2017(till 14th December 2016) in the format prescribed under Rule 9 of theCompanies (Accounts) Rules 2014 is annexed herewith 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.

During the Financial year 2014-15 2015-16 and in the current financial year due toaccumulated losses the Company did not fulfilled any of the conditions stipulated in sub-section (1) of section 135 and Company is not in position to continue the projectsundertaken under CSR.Therefore the Company dissolved the Corporate Social ResponsibilityCommittee w.e.f 14.12.2016.

17. POLICY ON NOMINATION AND REMUNERATION:

The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section178 of the Companies Act 2013 and Regulation 19of the SEBI (Listi ng Obligations an d Disclosu re

Requirements) Regulations 2015 are provided in the Corporate Governance Report.

18. 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 limits andterms and conditions approved by the Shareholders of the Company in the Extra-ordinaryGeneral Meeting held on 28th February 2015. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with the interest of the Company. The policy on Related Party Transactions asapproved by the Board of Directors is available on the Company's websitei.e.www.unityinfra.com

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

19. 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 compliances with the conditions of corporate governance asstipulated under the aforesaid Schedule V is attached to the Report on CorporateGovernance is annexed herewith as Annexure D

20. FIXED DEPOSITS:

In F.Y. 2016-17 the Company has not accepted/ renewed any deposits. As on 31st March2017 there were unclaimed deposits amounting to Rs. 2554.64 and interest on depositsamounting to Rs. 92253.00. The Company has repaid entire amount of public deposit as on31st March 2015.

21. 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 ID ofUNITY. The Company confirms that the annual listing fees to both the stock exchanges forthe financial year 2016-17 have been paid.

22. 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 are givenas Annexure E.

23. 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.

In terms of the sub-section (2) of section 139 of the Companies Act 2013 (effectivefrom 0104-2014) no Listed Company shall appoint or re-appoint an Auditing Firm as theAuditor for more than two terms of five consecutive years. Provided that the firm iseligible to be reappointed in the same Company for another five years from the completionof first term.

In pursuance of the above every listed Company shall comply with this requirementwithin a transitional period of three years from the date of commencement of the Act i.e.1st April 2014. M/s. C.B. Chhajed & Co. the existing Auditors have been appointedin 1997 as the Statutory Auditors of the Company for auditing the annual financialstatements of the company from the financial year 1997-98 and have completed thepermissible period of two terms of five years each as on date.

At the Board meetings held on 29-05-2014 the Board had reappointed them for financialyears 2014-15 2015--16 and 2016-17 This will be the last financial year for which theirappointment was ratified at last AGM held on 21st September 2016 as theStatutory Auditors within the transitional period of 3 years and the Company will appointa new firm of Chartered Accountants as its Statutory Auditors to comply with theprovisions of the Companies Act 2013 as amended from time to time.

Based on the recommendations of the Committee of Creditors and subject to the approvalof the shareholders it is proposed to appoint M/s. GMJ & Co. Chartered Accountants asthe Statutory Auditors of the Company for a period 5 years from the conclusion of 20thAnnual General meeting till the conclusion of 25th Annual General Meetingsubject to to approval of the Shareholders and ratification of their appointment everyyear by the shareholders. They have confirmed that their appointment if made would bewithin the limits prescribed under section 141 of the Companies Act 2013.

The Notes to Accounts forming part of the financial statements are self-explanatory andneed no further explanation.

(ii) Consolidated Financial Statements:

The Consilidated Financial Statements does not include financial statement of twoassociate companies which are not under control of management and five loss making jointventures in which there is no any activites. The major JV partner did not providedrequired information and as such total assets as on 31st March 2017 and TotalRevenue on that date could 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 2017 is enclosedto this report as Annexure F.

The Board in its meeting held on 15th May 2017 on the recommendations of theAudit Committee had approved appointment of M/s. Snehal Raikar & Co. PracticingCompany Secretaries as Secretarial Auditor of the Company for audit of the secretarialand related records of the Company for the financial year ending 31st March 2018. TheCompany has received consent letter from M/s. Snehal Raikar & Co. Practicing 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 13th September 2016 hadre-appointed M/s Gangan & Co. Cost Accountants as Cost Auditors of the Company forthe FY 2016-17 on the remuneration of Rs. 400000/- p.a. The appointment as Cost Auditorsis till the expiry of

180 days from the closure of the financial year ending 31st March 2017 or till thesubmission of the Cost Audit Report for the financial year 2016-17 in the prescribedformat to the Board which ever is earlier.

ln terms of the provisions of Section 148(3) of the Companies Act 2013 read withRule14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 the remuneration of theCost Auditors has to be ratified by the members.

Acordingly necessary resolution is proposed at the ensuing AGM for ratification of theremuneration payable to the Cost Auditors for

2016- 17.

(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. 2017- 18.

24. 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 2017 as set out intheir respective auditors reports of 15th May 2017 is as follows:

(i) With reference to clause (a) of the "Basis of Qualified Opinion" in theAudit Reports on the Standalone Financial Statements wherein the auditors have opined thatthe Company has during the year after 1st April 2016 taken loans/advances fromten parties is deemed as public deposit in terms of Section 73 of the Companies Act 2013which amounts to violation of under the Act. The Board would like to inform you that asexplained in Note 14 of the Standalone Financial Statements the loan was taken to meet theurgent working capital requirements from four associate companies amounting to Rs. 1490.98lakhs which is accumulated amount since financial year 2013-14. Being as associatecompanies the management is in discussion with such companies for reduction /waiver ofinterest 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 theAudit Reports on the Standalone Financial Statements wherein the auditors have opined thatthe

Company has during the year after 1st April 2016 granted unsecured loans andgiven advances aggregating to Rs. 100.98 lakhs to four related parties coverd underSection 185 of the Companies Act 2013. The Board would like to inform you that asexplained in Note 4 of the Standalone Financial Statements the loan was given as abusiness exigency and in the ordinary course of business. The said transaction amounted togiving 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 suchcompanies for recovery of such unsecured loan.

Directors explanation on the Secretarial Auditors comments on the Secretarial recordfor the year ended 31st March 2017 as set out in their Secretarial Reports of15th May 2017 is as follows:

Inadvertently two Forms MGT14 were not filed during the year under review.The notice ofPostal Ballot taken during the year was not published in the newspaper but remotee-voting faicilities were provided to all the shareholders and the required disclosure/filing was made on time to market regulator/stock exchanges.

The Company shall take necessary steps to update its web-site at the earliest.

25. 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 the financialyear 2016-17

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

i) in the preparation of the annual accounts for the financial year ended March 312017 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit orloss of the Company for the said period;

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

ziv) the directors had prepared the annual accounts for the financial year ended March31 2017 on a "going concern" basis;

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

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

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

Your Company has adopted 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 implementationof 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.

27. EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return for the financial year ended 31st March 2017 asrequired under Section 92(3) of the Act is enclosed herewith in the specified format asAnnexure G

28. 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 Section 136(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 Compay 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.

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

During the year under ended 31st March 2017 the Company has transferredFinal Dividend amounting to Rs. 52690/- (for the year 2008-09) 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.

30. 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.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREGN 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; : Not applicable

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) : Not applicable

(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 reasonsthereof;

(iv) the expenditure incurred on Research and Development : Not applicable

Expenditure on R& D (Rs. in lakhs)

S.No. Particulars 2016-17 2015-16
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 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.

32. 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 are transferred toUnclaimed Suspense Account shall remain frozen till the rightful owner of such equityshares claims the shares. The Company is in process of transferring the shares lying inunclaimed Suspense Account.

33. 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 thesupport extended byvarious Banks Financial Institutions CDR Cell and every stakeholder of the Company. TheDirectors further wish to appreciate and value the contributions made by every employee ofthe UNITY Family.

By Order of the Committee of Creditors of Unity Infraprojects Limited

Alok Saksena

Resolution Professional

Reg. No. IBBI/IPA-001/IP00056/2017-18/10134

Date : 26/09/2017

Place: Mumbai