Unitech
Unitech
its fine design and construction. Since its inception, Unitech has
come a long way turning many a barren land into landmarks. It has
24,182.98
Established in 1971, Unitech is amongst Indias leading business groups, with an outstanding
track record in large-scale, integrated, Real-Estate Development and Infrastructure Development
in India.
The real-estate development journey for Unitech, since it started working on its rst real estate
project- South City spread over 300 acres in Gurgaon, has been truly remarkable. Today, Unitechs
land reserves are spread across all major hubs of economic activity in the country and the
Company focuses on large, mixed-use developments. The Companys diverse portfolio includes
residential, commercial, special economic zones (SEZs), IT Parks, industrial & logistic parks,
hospitality, retail and entertainment projects. The Companys infrastructure related businesses
include general construction, design, manufacturing, erection & commissioning of transmission
towers, facilities & property management services and township management services.
PARTNERSHIPS
Unitech has long partnered with internationally acclaimed architects and design consultants
including SOM (USA), BDP (UK), Maunsell AECOM (HK), MEA Systra (France), Callison Inc. (USA),
FORREC (Canada), SWA and HOK (USA) for various projects.
It has an enviable clientele for commercial projects including Fidelity, McKinsey, Bank of America,
Ford Motors, Nike, EDS, Hewitt, Amdocs, Ernst & Young, Reebok, Keane, Seagrams, Perfetti,
Exxon Mobil and AT Kearney.
CORPORATE CITIZENSHIP
Over the years, Unitech has been undertaking various activities in order to contribute to the
society.
Saankalp is a CSR initiative of Unitech. Unitechs employee volunteers drive this initiative which
focuses mainly on core development issues like healthcare, labour welfare, child education and
skill building.
The Company also undertakes several green initiatives such as rainwater harvesting, energy
efcient buildings and social forestry.
Registered Ofce
Basement, 6, Community Centre, Saket, New Delhi-110017
Tel.: +91-11-26857331. Fax: +91-11-26857338
Corporate Ofce
Unitech House, L Block, South City-I, Gurgaon-122001
Tel.: +91-124-4125200. Fax: +91-124-2383332
Marketing Ofce
Signature Towers, Ground Floor, South City-I, Gurgaon-122001
Tel.: +91-124-4082020. Fax: +91-124-4083355
www.unitechgroup.com
Chairmans Message 1
Directors Report 5
Dear Shareholders,
On a qualitative note, procedural delays and inertia in decision making have affected progress of projects in the
infrastructure and real estate sectors. Clearly, we are operating in difcult times. However, being in business
for over four decades in India, I have seen much worse times. I remain condent of the potential of India. For
real estate, there is an intrinsic need for more and better housing in India. While grappling with all other issues,
the sector has immense scope for growth by meeting this
demand. With this faith, we at Unitech have been continuously
We at Unitech have been
recalibrating our strategy to meet the different challenges that continuously recalibrating
come before us periodically.
our strategy to meet the
Moving from the macro to the micro and discussing the different challenges that
developments at Unitech during the year brings in much
greater positivity in my tone and tenor. In last years Annual come before us periodically
Report, I had shared with you the stress that we were laying on improving our execution capabilities. While, on
the surface this looks a simple goal, in reality it is one of the toughest to implement effectively. In a focused
manner, we have effectively strengthened the building blocks of delivery and execution through FY2013. There
are several detailed day-to-day operational elements that go into better execution of projects. Without going
into these details, I will highlight some of the broader steps taken by your Company in FY2013 to enhance its
delivery capability.
Unitech Power Transmission Our internal efforts at enhancing execution were also
supported by the change in policy of the banks and nancial
Limited, the subsidiary institutions. There was an opening up of lending to individual
engaged in transmission real estate projects that had relatively better risk return
proles. This helped us fund our execution efforts better.
towers business recorded
More recently, in its Monetary policy statement in May 2013,
over 33% growth in revenues
the RBI has acknowledged that loans given to developers
for development of residential real estate projects carry relatively lower risk. Accordingly, RBI decided to relax
the lending norms for housing projects by lowering the standard asset provisioning requirement and risk
weight for loans given to those projects. This should further improve funding availability from commercial
banks and bring down the interest rates. This positive development will boost supply of residential product.
I have always maintained that the best way to maintain price stability in Indian context, where we have a huge
shortfall in urban housing, is by increasing supply of the right product rather than trying to constrict demand.
While fullling the basic need for housing, the real estate sector has a massive multiplier effect in promoting
economic growth through its various linkages and ability to create employment. Unfortunately, the sector has
various conicting stakeholders and often does not get the kind of holistic developmental approach from
the government that it warrants. The Government and all of us who are stakeholders of this sector need to
address all issues related to the sector like land, nance, skilled manpower and urban infrastructure to evolve
a comprehensive growth path for the sector at large. For example given the huge potential for employment
particularly of marginal unskilled and semi-skilled population, skill development for real estate should be a
national priority. We, at Unitech, are ready to extend our support in any such national endeavour.
Our non real estate businesses have also delivered good results. Unitech Power Transmission Limited, the
subsidiary engaged in transmission towers business recorded over 33% growth in revenues with an improvement
in protability. In FY2013, the Company started operations of food courts through Unitech Hospitality Limited
(UHL) in the ofce complexes developed by it in Gurgaon, Noida and Kolkata. In its rst year of operations,
UHL has succeeded in generating over 7 crore in revenues. The property management business continued to
register steady growth of 8.7% with a turnover of 127.84 crore in FY2013.
In another important development, we agreed to amicably settle all disputes with Telenor and completely exited
the telecommunication business. This has also helped us in bringing
Our newly constructed
about a greater focus on our core business of real estate.
commercial buildings
As a responsible corporate citizen, we continue with our efforts to work
for the community at large. Lot of emphasis is given on labour welfare,
in the NCR region
safety and training at our sites, our newly constructed commercial are all LEED certied
buildings in the NCR region are all LEED certied green buildings, and
our CSR group Sankaalp continues to undertake activities focused on
green buildings
social and community development. I am glad to share with you that we will be commencing operations this year
of the 1st Delhi Public School (DPS) in Chennai located at our Uniworld City Township. While we own the school
premises and other infrastructure, DPS Society will be managing it.
In a regulatory and socio-political environment where land acquisition is getting increasingly more difcult, our
large pan India land bank gives us major competitive strength to create value by developing real estate that is
tailor made for various customer segments. We will continue to focus on leveraging this strength to create long
term shareholder value.
As we move to a new chapter in our development path, I take this opportunity to thank all our stakeholders
our employees, our customers, our investors and the community at large for their relentless support. Together,
we have gone through some of the most turbulent times in our history in the last few years As we emerge out
of it as a more focused organisation with a clear strategic path, I urge you to continue to repose faith in the
organisation. You are our strength.
Regards,
Ramesh Chandra
Chairman
It is impossible
to overdo luxury.
Dear Members,
Your Directors are pleased to present the 42nd Annual Report of your Company for the nancial year ended 31st March, 2013.
FINANCIAL RESULTS
Your Companys performance during the year as compared with that during the previous year is summarized below:
(Figures in million)
FINANCIAL HIGHLIGHTS AND OPERATIONS Company, including its subsidiaries and joint venture companies,
for the year 2012-13 and period subsequent thereto are given
The total income of your Company for the year under review
hereunder:
is 15264.44 million. The Prot before tax stood at 2,318.93 million
and Prot after tax for the year under review stood at 1,519.76 New Project Launches and Sales
million. On consolidated basis, the total income of your Company During the year 2012-13, your Company launched new projects
and its subsidiaries stands at 26,293.00 million. The consolidated totalling an area of 3.98 million square feet across different cities
prot before tax (PBT) stood at 3,419.25 million. The consolidated in India. Of the total area launched in 2012-13, 0.44 million sqft
prot after tax (PAT) stood at 2,095.68 million. The earnings per was launched in Gurgaon, 2.17 million sqft in Noida and Greater
share (EPS), on an equity share having face value of 2/-, stands Noida, 0.21 million sqft in Chennai, and 1.06 million sqft in other
at 1.20 considering the total equity capital of 5,232.60 million. cities.
On consolidated basis, the real estate and related division The Company received sales bookings for a total area of 5.47
contributed 18,928.65 million in the revenues of your Company for million sqft during 2012-13 valued at 28,060 million. In terms of
the year, whereas the contribution from the Property Management area sold, with a share of 50%, Noida and Greater Noida had the
business was 1,278.39 million and from the Transmission Towers largest share of sales followed by Gurgaon with 14%, Chennai with
business was 2,678.99 million. Hospitality and other segments 13%, and Kolkata with 10%. Other cities contributed the balance.
contributed the balance revenues.
In terms of segment wise sales, 92% of the area sold was from the
residential segment while 8% was from non-residential. However,
the non-residential segment has a higher average realization of
KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS
12,748 per sq feet compared to the residential segments
Some of the key highlights pertaining to the business of your average realization of 4,440 per sq feet.
REPORT ON CORPORATE GOVERNANCE Refer point (vi) of the Annexure to the Auditors
Report to the members The year gone by witnessed
The detailed Report on Corporate Governance and the certicate
slow and much needed recovery for the real estate
from M/s Sanjay Grover and Associates, Company Secretaries
sector, where, on one hand the liquidity positions
regarding compliance with the conditions of Corporate Governance
improved (more particularly due to ease in nancing
forms part of this report.
from Banks/FIs to real estate sector), on the other
hand the ination rate declined, thereby giving an
impetus to the sector as a whole. Consequently, as
AUDITORS AND AUDITORS REPORT compared to the previous years, the performance
Statutory Auditors of your Company and its liquidity positions, during
the year, improved. Therefore, from 31st December,
The Auditors, M/s. Goel Garg & Co., Chartered Accountants, 2012 onwards, there were no delays in repayment
hold ofce until the conclusion of the ensuing Annual General of matured and claimed deposits accepted by the
Meeting and being eligible are recommended for re-appointment. Company; also the Company duly maintained the
A certicate from the auditors has been received to the effect that required mandatory investments under Rule 3A of the
the re-appointment, if made, would be in accordance with Section Companies (Acceptance of Deposit) Rules, 1975 in
224(1B) of the Companies Act, 1956. the last quarter of the nancial year 2012-13.
A) The Auditors in their Report to the members, have given one Refer point (xi) of the Annexure to the Auditors
qualied opinion and the response of your Directors with Report to the members As already explained in the
respect to it is as follows:- preceding paragraph, your Company is recovering from
The advances of 9,248,788,996 (previous year the tough times in the recent past and the liquidity
16,074,305,962) were given in the normal course of positions are also slowly witnessing improvements. It
business for the purchase of land, projects pending is therefore, during the previous year, there still were
commencement, joint ventures and collaborators. The delays in repayments of dues (including interest) to
management is condent of recovering/ adjusting the Banks and Financial Institutions. But your Company is
balance advances in due course. committed for better times ahead and is hopeful of an
improved business prospects in coming years.
B) The Auditors in their report to the members, have stated two
Emphasis of matter and the response of your Directors on Further, in respect to the delays in the repayment
them are as follows:- of dues to debenture holders, it is submitted that
these debentures have already been restructured/
Response to Point (i) rescheduled during the year and the delays in
The management does not consider any adjustment in repayments are attributable to the procedure part.
respect of the balance of short term loans aggregating Branch Auditors
to 3,674,531,405 and investments aggregating to
273,980,098 because the matters are sub-judice Pursuant to Section 228(3)(a) and other applicable provisions, if
and the management is hopeful of recovery of the any, of the Companies Act, 1956 and subject to the approval of
same. shareholders in the General Meeting, the accounts of a branch
can be audited otherwise than by the Companys auditors and the
Response to Point (ii) Board of Directors, in consultation with the Companys auditors,
can appoint such branch auditors.
As already explained in the said emphasis of matter
itself, the management is not currently in a position Accordingly the approval of the shareholders is sought to authorize
to ascertain how and in which group Company the the Board of Directors of your Company to appoint, in consultation
obligation is likely to devolve and thus, the consequent with the Statutory Auditors of the Company, any person other than
impact, if any, on the nancial statements, in future, the Statutory Auditors, the Auditors for any branch ofce of your
of the Company or afliate/associate, as the case Company, which is already opened or is to be opened.
may be, is currently not ascertainable. Further, in
event of settlement not going through between the
Company and Telenor Asia Pte. Ltd. as explained in CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
Note 49 to the nancial statements, the impact, if TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
any, on the nancial statements is also currently not AND OUTGO
ascertainable.
Since your Company does not own any manufacturing facility, the
C) Further, the Board also gives the following explanations, on requirements pertaining to disclosure of particulars relating to
the comments of the Auditors in the Annexure to Auditors conservation of energy, research & development and technology
Report to the members:- absorption, as prescribed under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
not applicable. Directors Report and the Accounts are being sent to all members
of the Company excluding the aforesaid information. Any member
interested in obtaining such particulars may write to the Company
FOREIGN EXCHANGE EARNINGS AND OUTGO Secretary at the registered ofce of the Company. This statement
shall also be available for inspection at the registered ofce of the
Your Company is engaged in developing/constructing residential
Company during the working hours prior to the date of the Annual
and commercial properties in India and selling the immovable
General Meeting and will also be available for inspection at the
properties to customers in India and abroad. Your Company
receives remittances of sale consideration for immovable meeting.
properties located in India, purchased by the customers abroad.
The foreign exchange earnings and expenditures of the Company ACKNOWLEDGEMENTS
during the year under review were 207.34 million and 175.68
million as compared to 45.98 million and 87.81 million in the Your Directors would like to express their sincere appreciation for
previous year respectively. the cooperation and assistance received from its bankers, nancial
institutions, government as well as non-government agencies.
Your Directors also wish to place on record their deep sense of
FIXED DEPOSITS appreciation to the contribution made by employees, customers,
Your Company has Fixed Deposits to the tune of 5,963.20 million clients, vendors and other business associates for their continued
as on 31st March, 2013. 2072 deposits aggregating 100.08 trust, cooperation and support. Your Directors are thankful to the
million were due for renewal/repayment on or before 31st March, shareholders and deposit holders for their continued patronage.
2013 against which no communication was received from the
deposit holders.
For and on behalf of the Board of Directors
PARTICULARS OF EMPLOYEES
Ramesh Chandra
In accordance with the provisions of Section 217(2A) of the
Chairman
Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, the names and other particulars Place: Gurgaon
of employees forms a part of this report. However, as per the Date: 30th May, 2013
Management
Discussion
and Analysis
2%
Project Development: The second stage is about designing
and developing the project concept and creating offerings 0%
Q4, 10-11
Q1, 11-12
Q2, 11-12
Q3, 11-12
Q4, 11-12
Q1, 12-13
Q2, 12-13
Q3, 12-13
Q4, 12-13
that can be suited for specic target customers. At this stage
focus is on getting the appropriate clearances, development
rights and architectural inputs to outcompete the market in
terms of product. Unitech has been continuously launching Source: Central Statistical Organisation, Government of India
new projects and the pace of these launches had picked
up since 2009. As of today, the Company has 38.34 million
The structure of economic growth is also not very encouraging for
square feet of property under construction.
the immediate future. Incremental Gross Fixed Capital Formation
Selling: Once the project concept is developed, it has to be (GFCF), which gives an indication of the creation of growth
sold. The buyers market is today largely with end users and promoting assets in an economy, has also reduced from high
this has changed the process of selling. Unitech is giving a lot levels of 14% in 2010-11 to 4.4% in 2011-12 and further down to
of emphasis on making the sales process more effective so a mere 2.5% in 2012-13.
that the Company can get the best value for its products. It
Headline and especially the non-food manufactured product
has also started laying more emphasis on the digital media to
ination pressures, softened during 2012-13, even as consumer
better reach out to nal customers.
price ination rmed up. The average headline WPI ination during
Construction and Project Delivery: Finally, the projects need 2012-13 at 7.4% was signicantly lower than the 9.0% ination
to be executed and delivered. The revenues of the Company witnessed in 2011-12. While this has been a respite, the overall
economic uncertainties have created a major negative sentiment CHART B BENCHMARK INTEREST RATE
in investments and consumption in India.
9
Monetary policy eased during 2012-13, in response to some
softening of ination and signicant moderation in growth. 8
However, monetary policy response to addressing growth concerns
7
was constrained by retail ination persistence and the twin decit
risks that prevailed for most part of the year. Although scal risks 6
were lowered during second half of 2012-13, current account 5
decit (CAD) risks intensied during Q2 and Q3. The current
account decit (CAD) to GDP ratio reached a historic high of 6.7% 4
Jul/10 Jan/11 Jul/11 Jan/12 Jul/12 Jan/13
in Q3, 2012-13. Chart B shows that the benchmark interest rate or
the repo rate has reduced in the second half of 2012-13 to levels Source: www.tradingeconomics.com | Reserve Bank of India
around 7.25%, which is what it was in the middle of 2011. While
this is a reection of easing in interest rates, the aggregate levels
are still fairly high. CHART C CONSTRUCTION GROWTH, REAL TERMS (INDIA)
Apr-Jun 2011
Jul-Sept 2011
Oct-Dec 2011
Jan-Mar 2012
Apr-Jun 2012
Jul-Sept 2012
Oct-Dec 2012
Jan-Mar 2013
Delhi
remains intact.The higher rates of economic growth witnessed
over the last decade coupled with the integration of the Indian
economy with that of the world following the liberalization in
1991 has seen ongoing urban expansion. Chart E shows that
in the decade between 2000-01 and 2010-11, urbanisation
levels have increased from 27.8% to 31.2%. Although the pace
CHART E URBANISATION RATE IN INDIA (%)
and potential of this growth has constantly been the centre of
much debate, it is estimated that by 2030, 40% of the countrys 35 31.2
27.8
population will be living in urban areas. This kind of urbanisation 30 23.3
25.7
has to be supported by commensurate housing developments 25
18.0 18.2
for sustainable growth. 20
15
Today, there is still a gap between housing demand driven by growth 10
and urbanisation and supply. According to a report submitted by a 5
technical committee to the Ministry of Housing and Urban Poverty 0
1960-61 1970-71 1980-81 1990-91 2000-01 2010-11
Alleviation (MHUPA), Indias urban housing shortage is estimated
at around 18.78 million households in 2012. Consequently, pure Source: Census of India, 2011
need based demand for housing will continue to stay in India for The salient features of the performance are:
some time. It will be important to stratify this demand according to
Income from operations was maintained registering a 1%
affordability and offer appropriate real estate solutions.
growth to 2,440.54 Crores.
On the nancing front, situation has continuously improved from In line with top-line growth, EBIDTA (excluding other income
the beginning of the year. Banks and nancial institutions have and extraordinary item) growth was also 1% from 324.54
started increasing their exposure to the real estate sector in crore in FY2012 to 327 crore in FY2013. Real estate,
terms of increased project loans. This has helped companies like construction and other expenses reduced from 59% of sales
Unitech to access construction nance for its projects and scale in FY2012 to 57% of sales in FY2013; and other expenses
up construction activity. For customer, with slight easing of home also reduced as a percentage of income from operations
loan rates, affordability of residential properties has improved. from 17% in FY2012 to 14% in FY2013.
Having said so, mortgage rates are still high compared to other
global countries. Finance costs reduced from 56.28 crore in FY2012 to
30.53 crore in FY2013.
The Company has a healthy Balance Sheet with a long term
FINANCIAL REVIEW debt to equity ratio of 0.50. As of 31st March, 2013, Unitechs
consolidated net worth is 11,290.58 crore. Prot Before
In this milieu, Unitech has delivered a stable result and maintained
Tax (PBT) before extraordinary item increased by 2.2% from
revenue at last years levels. Table 1 lists the summarised statement
435.81 crore in FY2012 to 445.45 crore in FY2013.
of prot and loss for Unitech Ltd, as a consolidated entity.
The Company and its subsidiaries have accounted for 103.52
crore with respect to diminution in the value of its investments
ABRIDGED STATEMENT OF PROFIT
TABLE 1
AND LOSS CONSOLIDATED
( CRORE) in Unitech Wireless Companies and related losses on account
of cessation of telecom operations of Unitech Wireless
Particulars 2012-13 2011-12 Companies post-cancellation of their telecom licenses and
non-participation in recent spectrum auctions of DoT. This is
Income from operations 2440.54 2418.30 accounted for as an extraordinary item.
Operating Expenditure 2113.54 2093.76
Prot after tax (PAT) after accounting for minority interest,
EBIDTA (excluding other income) 327.00 324.54 prot or loss of associates and extra-ordinary items was
209.57 crore in FY2013 a reduction of 11.7%.
Depreciation 39.84 43.40
Earnings Per Share (EPS) before extraordinary item increased
PBIT (excluding other income) 287.16 281.14
from 0.91 in FY2012 to 1.2 in FY2013, while EPS after
Other income 188.76 211.61 extraordinary item is 0.8.
Finance Cost (30.53) (56.28)
Prior Period Adjustments 0.06 (0.66) UNITECHS REAL ESTATE BUSINESS
PBT (excluding extraordinary items) 445.45 435.81 Unitechs primary focus during the year was on ramping up
Tax 137.77 189.59 execution. For the full year, revenues from the real estate business
reduced by 6.1% from 2,015.82 crore in FY2012 to 1,892.86
PAT (excluding extra-ordinary items) 307.68 246.22
crore in FY2013. It is, however, important to note that the quarterly
Extra-ordinary items (103.53) - revenues displayed a steady upward trend through FY2013 from
318.27 crore in Q1 FY2013 to 629.82 crore in Q4 FY2013 as
PAT 204.15 246.22
shown in Chart F. This is a reection of the continuous ramp up in
Minority Interests 4.82 (8.07) construction activity during the year.
Prot / (Loss) of associates 0.60 (0.77)
CHART F QUARTERLY REVENUES - REAL ESTATE ( CRORE)
PAT (net) 209.57 237.38
800
629.82
600 512.87
The accounts are prepared according to the percentage of 431.9
400 318.27
completion method where revenues and costs are accounted for
based on the progress of project execution. While there are efforts 200
at project launches and sales, much of the nancial performance
0
is a reection of the quality of execution. Q1, FY2013 Q2, FY2013 Q3, FY2013 Q4, FY2013
The operational highlights in the real estate business are: imperative to identify the specic requirements of customer
groups and cater to multi-segmented markets. The properties are
Achieved over 2,800 crore of sales bookings in FY2013
being developed across a wide variety of segmentations, which
Over 3 million square feet area delivered during FY2013 extend across:
Handing over is in progress in 23 out of 32 ongoing projects Plots, low-rise, mid-rise and high-rise developments
launched before March 2009
Suburban as well as city centre developments
Handing over started in 7 projects where the projects were
Affordable to luxury housing
launched post March 2009
In addition to the widespread types of property, there is also a
high degree of geographic distribution. Today, the Company has a
NEW PROJECT LAUNCHES AND SALES presence across all large metropolises across the four regions of
India NCR (North), Bangalore and Chennai (South) and Kolkata
Unitech has a large diversied pan-India land bank. This core
(East).It also has a presence in several Tier 2 and Tier 3 cities
asset allows the Company to offer a wide variety of products that
out of which projects are in advance stage in Mohali and Bhopal.
are tailor-made for specic market segments in the realty sector.
These land banks have been carefully selected with high growth
Increasingly, with the market being largely end user driven, it is
potential.
INR Cr.
676
2.50 600
2.20 593
1.97 1.90 500
2.00 1.80 1.79
1.69 1.64
1.57 1.51 1.54 400
1.50 1.27 1.36
1.18 300
1.06
1.00
0.64 0.60 200
0.47
0.50 100
0.00 0
Q3, 2010-11 Q4, 2010-11 Q1, 2011-12 Q2, 2011-12 Q3, 2011-12 Q4, 2011-12 Q1, 2012-13 Q2, 2012-13 Q3, 2012-13 Q4, 2012-13
Time Period
City Area Launched (mn sq ft) Area Sold (mn sq ft) Sales Value (INR Cr)
Gurgaon 0.44 0.75 639
Noida & G Noida 2.17 2.71 1407
Chennai 0.21 0.69 186
Kolkata 0.10 0.56 297
Other Cities 1.06 0.76 277
Total 3.98 5.47 2806
With the stress on execution and delivery of existing projects, the CHART H QUARTERLY POSSESSION STATUS
Company launched fewer new projects during the year. However,
it continued to keep pace on sales from a mix of new and existing 1.00 0.91
projects. Chart G shows that sales bookings gradually declined 0.90
The team for this business has been increased signicantly. It constructing a new manmade lake. Helium air balloon ride offering
already is handling 20% of Unitechs overall construction activity a superb spectacle of the NCR skyline was also introduced and
and the target is to raise it to 30%. This adds to capacity, provides the latest launch is a new drive-in fast food restaurant with a
competition for existing vendors and demonstrates best practices seating capacity of more than 350 persons spread over an area
to be followed by all vendors. of 19,000 sq.ft.
The Company is involved in the business of design, manufacturing The total income of the SPV increased from 103 crores in
and erection of transmission towers primarily for the power sector, FY2012 to 206 crores in FY2013. The SPV is rapidly expanding
through its subsidiary Unitech Power Transmission Limited (UPTL). adding more attractions every quarter to create a world class
This business is supported by a state-of-the-art manufacturing entertainment destination. Entertainment city promises to be one
facility at Nagpur. of the best in class destinations and will be an iconic brand for the
group in the years to come.
UPTL offers a wide range of services including site survey, soil
investigation, access roads, foundations, tower design, tower Adventure Island and Metro Walk (Rohini Amusement Park): This
testing, mobilization of manpower and equipment, testing and amusement park cum shopping destination is spread over an area
commissioning. of 62 acres in North-West Delhi. This project is already in its 7th
With greater clarity and focused business development UPTL year of operations and is a unique entertainment destination for
continued to grow. Segment revenues grew by 33.3% from kids of all age groups.
200.84 crore in FY2012 to 267.9 crore in FY2013. And, prots In FY2013, some new attractions have been added to the
before interest and un-allocable overheads increased from 16.16 amusement park such as The king of Quick guns which is a 20
crore in FY2012 to 23.65 crore in FY2013. minute live show inspired from the western movies of Hollywood,
Development: This comprises development of SEZs and IT MAD which involves stunning dance, electrifying acrobats and
parks, hospitality projects, amusement parks, logistics parks and amazing magic tricks by renowned artists especially designed for
industrial parks. The aim is to develop these projects for future children and Childrens Summer Carnival which transports them
monetisation. to their own animated world with loads of animated characters in
their bright costumes.
The Company has proven development experience in the hospitality
space. The hotel project called Country Inn on NH8 in Gurgaon got The total income of the SPV increased from 39 crore in FY2012
completed and operations commenced in 2011-12. Another hotel to 67 crore in FY 2013.
Courtyard in Noida is under construction. The strategy for the Infrastructure Services: This includes property and facility
hospitality segment is to develop hotels to be managed by global management services and township management services.
operators for eventual monetization through sale to investors.
Unitech provides property management services for IT/ITeS
Revenues from operations of Country Inn have primarily resulted SEZs, commercial property, residential property, townships, retail
in revenues from the hospitality business increasing by 65% from developments and golf courses. These services are provided
24.77 crore in F2012 to 40.78 crore in F2013. through its property management subsidiary Unitech Property
Unitech has also developed two amusement parks, which are Management Private Limited (UPMPL).
operational today: Segment revenues from property management increased by 8.7%
Entertainment City (NOIDA): This amusement park cum retail from 117.61 crore in FY2012 to 127.84 crore in FY2013.
area spread over an area of 147.48 acres completed its 6th year The focus of this business is to primarily grow with the Unitech
of operations in April, 2013. It is strategically located in the heart portfolio.
of NOIDA and is well connected with Delhi through the NOIDA
toll bridge and Metro rail. With a world class mall called The During FY2013, the Company launched its food court business
Great India Place measuring a million square feet and exciting through Unitech Hospitality Limited. It operates 4 food courts
rides in Worlds of Wonder for kids and family, this project is 1 in Gurgaon (Haryana), 2 in Noida and 1 in Kolkata. These food
now looking at expanding fast enough to maintain its dominant courts are part of the amenity areas in the IT Parks/SEZs being
position in NCR. It is for this reason that the next phase of developed by the Company. The primary objective is to provide value
mall called Gardens Galleria is being developed as a quality added services to the tenants of these ofce complexes to increase
shopping destination with more than half a million sq.ft. of retail their attractiveness. The food courts have the brand name Klub
space. This would be ready for t outs by the end of this year. Ibiza. They cater to more than ten thousand people and in their rst
Further, the proposed water park named, Worlds of Wonder partial year of operations clocked revenue of 7.35 crore.
Water Park within the amusement park area is progressing
fast and would be thrown open to public shortly. This water park
would be one of its kind in the NCR and promises to surprise all HUMAN RESOURCES
its visitors given the scale and feel of the rides.
Human resource continues to be the backbone of Unitech. The
During the year, a new boating ride has been introduced by Company lays strong emphasis on attracting and retaining the best
talent. Personal developmental initiatives including training, both Medical aid for construction workers and their families: Medical
technical and managerial, are regularly conducted to enhance human Inspection Rooms and Creches are being set up at various
potential. Employee strength grew signicantly during the year and as construction sites to provide medical aid to the construction
of 31st March, 2013 Unitech had 1742 employees on its rolls. workers and their families. Also, in association with local Hospitals
and NGOs, specialized medical camps are being organized at the
construction sites for the welfare of construction workers and their
CORPORATE SOCIAL RESPONSIBILITY families.
Over the years, Unitech has been conducting various activities Customary Celebrations: Through Saankalp, major festivals
in order to contribute to society at large. The Company conducts including Childrens Day, Republic Day and Independence Day
its business in a way that creates social, environmental and are commemorated at our sites with the children of construction
economic benets to the communities. Companys CSR activities workers. Our volunteers had organized various activities for these
are primarily in the areas of education, community welfare, rain days to make the celebrations enjoyable for the little ones.
water harvesting, energy-efcient buildings and social forestry.
Collection Drives: Day Care centres have been established at many
A brief highlight of some of the activities includes:
of the Companys construction sites through tie-ups with many
Labour Welfare and Training NGOs. Successful collection drives were organized recurrently
within the Unitech premises to support the NGOs. Team Saankalp
The Company provides a safe and hygienic environment for organized a Collection Drive specially to make Holi celebrations
construction workers and their families. Workers at our various more colorful for children at our various construction sites.
construction sites are provided with training on health and safety
issues. Unskilled and semi-skilled people residing around project Joy of Giving week: Saankalp organized the Joy of Giving week
sites are provided training, following which they are appointed as starting from October 1 to 8, 2012. The week long activities
gardeners, security guards, electricians, etc. thus helping them to comprised of a collection drive, blood donation camp, tambola
earn a livelihood and improve their quality of life. event and eye pledge camp.
portfolio and operational risk through the oversight of senior CAUTIONARY STATEMENT
management personnel in each of its business segments.
Statements in this Management Discussion and Analysis
Legal risk is subject to the review of the Companys legal
describing the Companys objectives, projections, estimates
department and external advisers. The Company is exposed and expectations may be forward looking statements within
to specific risks in connection with the management of the meaning of applicable laws and regulations. Actual results
investments and the environment within which it operates. might differ substantially or materially from those expressed or
The Company aims to understand, measure and monitor implied. Important developments that could affect the Companys
the various risks to which it is exposed and to ensure that it operations include a downtrend in the real estate sector,
adheres, as far as reasonably and practically possible, to the signicant changes in political and economic environment in
policies and procedures established by it to mitigate these India or key nancial markets abroad, tax laws, litigation, labour
risks. relations, exchange rate uctuations, interest and other costs.
Corporate
Governance
Report
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE maintain a work environment that encourages not only the staff
but the stakeholders too to raise their faith in the management of
Unitech is committed to conduct its business based on the highest
the Company.
standards of corporate governance. The Company promotes
a culture that is based on the principles of good corporate
governance integrity, equity, fairness, individual accountability BOARD OF DIRECTORS
and commitment to values.
Composition of the Board
The Company emphasizes the need for highest level of
transparency and accountability in all its transactions in order to The Board of Directors of the Company has an optimum combination
protect the interests of all its stakeholders. The Board considers of Executive and Non-Executive Directors. It comprises of Nine
itself as a trustee of its shareholders and acknowledges its Directors Three Executive Directors and Six Non-Executive
responsibilities towards them for creation and safeguarding their Directors, and is chaired by an Executive Chairman. Out of the Six
wealth on sustainable basis. Non-Executive Directors ve are Independent Directors.
The Management promotes honest and ethical conduct of the All Independent Directors are persons of eminence and bring a
wide range of expertise and experience to the Board.
business along with complying with applicable laws, rules and
regulations. It abides by the policies and procedures both legal The details relating to the composition of the Board, the positions
as well as social - so as to ensure its commitment to compliance held by them and their attendance during the year 2012-13 are
and create and maintain a culture of high ethical standards and given in Table 1.
MANAGING DIRECTORS
Mr. Ajay Chandra (Promoter) 8 0 0 5 Y
Mr. Sanjay Chandra (Promoter)
0 0 0 6 Y
NON-EXECUTIVE DIRECTOR
Ms. Minoti Bahri (Promoter) 4 0 0 6 Y
Board Meetings Chairman, Mr. Ajay Chandra Managing Director and Mr. Sanjay
Chandra Managing Director on revised remuneration for a period
During the nancial year ended 31 March, 2013, six (6) meetings
st
of ve years w.e.f from 1st January 2014.
of the Board of Directors were held i.e. on 2nd April 2012, 15th May
2012, 14th August 2012, 27th September 2012, 10th November The brief prole of the above Directors seeking re-appointment is
2012 and 13th February, 2013. given below:
The intervening period between the two Board Meetings was Mr. Ravinder Singhania, 44, is a law graduate and has been
within the maximum time gap prescribed under the Companies practicing law, in both the domestic and international arena,
Act, 1956 and Clause 49 of the Listing Agreement. as an Advocate in Supreme Court of India and as a Solicitor
at the Supreme Court of England and Wales. He is currently
Information supplied to the Board
senior partner of Singhania and Partners LLP, Solicitors and
During the year, all the relevant information required to be placed Advocates.
before the Board of Directors as per Annexure IA to Clause 49 Mr. Singhania is an eminent professional in the matters of
of the Listing Agreement were considered and taken on record/ Employment Law, Banking, Project Finance, Corporate &
approved by the Board. Further, the Board periodically reviews Commercial, Contracts, Mergers and Acquisitions, International
the Compliances of various laws and regulations applicable to the Trade, Investments, Foreign Collaboration, Transfer of
Company. Technology, Employment, Taxation Direct, Import and Export.
Criteria of making payments to Non-Executive Directors He has been advising / has advised Ministries, large PSUs,
Banks and MNCs on various legal issues. He is also the legal
Non-Executive Directors of the Company are entitled to the sitting adviser to World Bank on issues relating to Foreign Direct
fee for the meetings of the Board of Directors attended by them. Investment since 2004.
Further, the Independent Directors of the Company are also He is Director of Asset Care and Reconstruction Enterprise Ltd.,
entitled to payment of an annual Commission of a sum not ABS Professional Services (India) Private Ltd., ABS Industrial
exceeding 1% p.a. of the net prots of the Company subject to Verication (India) Private Ltd., ABS Quality Evaluations Private
maximum of 100 lacs p.a. to be divided equally amongst the said Ltd., Capital IQ Information Systems (India) Private Ltd., McGraw
Directors. The members had accorded their approval for the said Hill Educational Services India Private Ltd., NI Systems (India)
payment of commission by way of Special Resolution passed at Private Ltd., Satcon India Private Ltd., Stahl Crane Systems (India)
the 37th Annual General Meeting for a period of ve years which Private Ltd. and is a Alternate Director of CRISIL Ltd. and CRISIL
expires on 31st March 2013 and therefore the Board recommends Risk and Infrastructure Solution Ltd. He is also a member of Audit
to the members the approval of the said commission by way of Committee and Remuneration Committee of Unitech Ltd. and
Special Resolution for another period of ve years commencing also a member of Audit Committee, Risk Management Committee
from nancial year 2013-14. and Remuneration Committee of Asset Care and Reconstruction
Code of Conduct for the Directors and senior management Enterprise Ltd.
personnel Dr. P. K. Mohanty, 78, is an engineering graduate from Patna
The Company has laid down a Code of Conduct (Code) for University and is a Doctorate (Ph.D) in Civil Engineering from
all the Board members and senior management personnel Utah State University, USA. With exceptional entrepreneurial
of the Company. The Code is also posted on the website of the skills he has been an engineer with innovativeness and out-of-
Company (www.unitechgroup.com). All Board members and senior the box thinking this also made him a well known name in the
management personnel have afrmed their compliance with the steel industry. He was instrumental in setting up Orissa Sponge
Code for the nancial year ended 31st March, 2013. A declaration Iron Ltd., the rst commercial Sponge Iron Plant in the country
to this effect signed by Mr. Ajay Chandra & Mr. Sanjay Chandra, in Joint Venture with Government of Orissa, and Iron & Steel
Managing Directors of the Company, forms part of this Report as project of Neelanchal Ispat Nigam Ltd. His role was prominent
Annexure A. in development of production technology as well as rapid and
scientic utilization of high strength reinforcing steel in India
Appointment / Re-appointment of Directors (TORSTEEL).
In terms of the provisions of the Companies Act, 1956 and the He is Director of TRFI Investment Pvt. Ltd., MSD Corporate Advisors
Articles of Association of the Company, Mr. Ravinder Singhania Ltd., Orissa Sponge Iron & Steel Ltd., Torsteel Ltd., Torr Comm
and Dr. P.K. Mohanty retire by rotation at the ensuing Annual Ltd., Torsteel Services Pvt. Ltd., OSIL TRFI Community Services,
General Meeting, and being eligible, offer themselves for re- Keonjhar Infrastructure Development Co. India Ltd., Tor Anumana
appointment. Technologies Pvt. Ltd., Bamra Iron & Steel Co. (India) Ltd., Indian
Titanium Products Ltd. and Contisteel Ltd.
Further at the forthcoming Annual General Meeting of the
Company, the approval of Shareholders pursuant to Section 269 Mr. Ramesh Chandra, 74, is the Executive Chairman of the
of the Companies Act, 1956 read with Schedule XIII thereof is Company. He is a graduate in Civil Engineering from the Indian
sought for the reappointment of Mr. Ramesh Chandra Executive Institute of Technology, Kharagpur with Masters Degree in
Structural Engineering from the University of Southampton, U.K. the Company in 2006. He has been instrumental in creating and
He co-founded the Company in 1971 and with his vision, hard work launching several projects that have set a new benchmark of
and determination, transformed it into one of Indias leading real quality, size & performance in the Indian real estate industry.
estate and infrastructure companies. The Company immensely Under his leadership, Unitech was successful in raising capital in
benets from his rich experience and understanding of various a very challenging environment.
facets of the real estate and infrastructure business.
He is a Director of Unitech Sai Pvt. Ltd., Shreeaumji Developers SEZ
He is a Director of Millennium Plaza Ltd., S.B. Developers Ltd., Pvt. Ltd., Shreeaumji Real Estate SEZ Pvt. Ltd., Unitech Advisors
Sarvmangalam Builders & Developers Pvt. Ltd., Unitech Sai Pvt. (India) Pvt. Ltd., Uni-Chand Builders Pvt. Ltd. and Nectrus Limited.
Ltd., Shreeaumji Developers SEZ Pvt. Ltd., Shreeaumji Real Estate
SEZ Pvt. Ltd. and Unitech Advisors (India) Pvt. Ltd. He is neither
a member nor chairman of any committee, referred to in Clause COMMITTEES OF THE BOARD
49(I)(C) of the Listing Agreement, in any company.
During the year under review, the Company had ve Board level
Mr. Ajay Chandra, 45, is a Bachelor in Civil Engineering Committees viz. Audit Committee, Remuneration Committee,
from Cornell University, U.S.A. and a Master in Business Shareholders/ Investors Grievance Committee, Committee of
Administration from University of North Carolina, Chapel Hill, Directors and Telecom Business Restructuring Committee.
U.S.A. He has worked as an Equity & Finance Analyst with
Jardine Fleming, India and has also been associated as the Details of the role and composition of each of the Board
principal promoter of an apparel design and manufacturing Committees alongwith the number of meetings held during the
facility. He joined Unitech Limited in 2003 as Head of Business nancial year and attendance of Directors/Members thereat are
Development and was elevated to the position of the Managing provided hereinafter.
Director of the Company in 2005. He has been instrumental
Audit Committee
in Unitech expanding its geographical presence to all major
centres of economic activity across India. The Company has a duly constituted Audit Committee, the scope
of which is quite comprehensive and is in conformity with the
He is a Director of Unitech Amusement Parks Ltd., Bengal
Clause 49 of the Listing Agreement and Section 292A of the
Unitech Universal Infrastructure Pvt. Ltd., Kolkata International
Convention Centre Ltd., Bengal Unitech Universal Townscape Companies Act, 1956. In brief, the Audit Committee is entrusted
Ltd., Arihant Unitech Realty Projects Ltd., Premira Fashions with the overall supervision of the nancial reporting and
Limited, International Recreation Parks (P) Ltd., Unitech Valdel review of the quarterly and annual nancial statements before
Valmark Pvt. Ltd., Unival Willows Estate Pvt. Ltd., Unitech submitting to the Board for their approval thereon; recommending
Advisors (India) Pvt. Ltd., Shivalik Ventures Pvt. Ltd., Sungrace the appointment and removal of statutory auditors to the Board
Products (India) Pvt. Ltd., North Town Estates Pvt. Ltd., Unitech and xation of their audit fees and fees for any other services;
Corporate Park Plc., Colossal Properties Pvt. Ltd., Girnar reviewing the performance of statutory auditors and the internal
Asthetics Exports Pvt. Ltd., Unitech Ofce Fund Trustee Pte. auditors; discussions with the Statutory Auditors on the scope of
Ltd., Fincap Potfolio Ltd., Ivory Commodities Ltd. He is also a audit and areas of concern, if any; discussions with the internal
member of Audit Committee of International Recreation Parks auditors on the adequacy and effectiveness of their function and
(P) Ltd and also a member of Audit Committee and Shareholders the internal control systems of the Company and any signicant
& Investors Grievance Committee of Unitech Ltd. ndings and follow ups thereon; and reviewing any other matter
which may be specied as part of the role of Audit Committee.
Mr. Sanjay Chandra, 40, is a business management graduate The minutes of the meetings of the Audit Committee are placed
from the University of Massachusetts and Boston University. before the Board.
He founded Ikon Clothing Inc. in New York, U.S.A., in the year
1996 where he was Founder President upto 2001. He joined The composition of the Audit Committee as on 31st March, 2013
Unitech Limited as Head of Sales & Marketing in 2002 and was and the attendance of its members at its meetings held during
subsequently elevated to the position of Managing Director of 2012-13 are given in Table 2.
During the year under review, the Audit Committee met four (4) Remuneration Committee
times i.e. on 15th May, 2012, 14th August, 2012, 10th November,
The Remuneration Committee has been constituted by the Board
2012 and 13th February, 2013. The intervening period between to determine and review from time to time the remuneration of the
the Audit Committee meetings was within the maximum time gap Directors of the Company and make recommendations of the same
prescribed under Clause 49 of Listing Agreement. to the Board. Such recommendations are made considering the
All the members of the Committee are nancially literate and overall performance and annual nancial results of the Company.
Mr. Ajay Chandra is having nancial management expertise. He The composition of the Remuneration Committee as on
is Master in Business Administration (MBA-Finance) from the 31st March, 2013 is given in Table 3.
University of North Carolina, USA and had been associated with
During the year 2012-13, one meeting of the Committee was held on
an International Investment & Finance Company as an Equity &
14th August, 2012. Mr. G.R. Ambwani, an Independent Director chaired
Finance Analyst.
the meeting of the Remuneration Committee held during the year.
Mr. Manoj Popli, the Chief Financial Ofcer, representatives of The Company Secretary acts as the Secretary to the Committee.
the Statutory Auditors and the Internal Auditors, being permanent
invitees to the Meetings of the Audit Committee, attended the Remuneration paid/ payable to the Directors and the shareholding
meetings of the Committee convened & held during the year. of Non-Executive Directors in the Company
The Chairman of Audit Committee, Mr. G. R. Ambwani, was present The details of remuneration paid/payable to the Executive
Directors and Non-Executive Directors during the year 2012-13
at the Annual General Meeting held on 27th September, 2012.
alongwith the shareholding details of Non-Executive Directors are
The Company Secretary acts as the Secretary to the Committee. given in Tables 4 & 5.
Name of the Executive Directors Salary Provident Fund Medical LTA Total
Mr. Ramesh Chandra 1,78,20,000 12,96,000 90,000 90,000 1,92,96,000
Mr. Sanjay Chandra 1,58,40,000 11,52,000 80,000 80,000 1,71,52,000
Mr. Ajay Chandra 1,58,40,000 11,52,000 80,000 80,000 1,71,52,000
TABLE 5 COMMISSION & SITTING FEE PAID TO NON-EXECUTIVE DIRECTORS AND THEIR SHAREHOLDING IN THE COMPANY
Name of the Non-Executive Directors Commission Sitting Fee Total Shareholding in the Company
as on 31st March, 2013
( ) ( ) ( ) (No. of Shares)
Ms. Minoti Bahri Nil 1,20,000 1,20,000 8290900
Mr. G. R. Ambwani 20,00,000 1,20,000 21,20,000 2000
Dr. P. K. Mohanty 20,00,000 80,000 20,80,000 Nil
Mr. Anil Harish 20,00,000 40,000 20,40,000 96460
Mr. Sanjay Bahadur 20,00,000 60,000 20,60,000 20000
Mr. Ravinder Singhania 20,00,000 1,00,000 21,00,000 Nil
Further, there were no other pecuniary relationships or Both the meetings were chaired by Ms. Minoti Bahri, Non-Executive
transactions of the Non-Executive Directors vis--vis the Director.
Company. The Company has not provided for any performance
The Shareholders queries/complaints received and resolved
linked incentive or Stock Option or Convertible Instruments to
during the year under review are as follows: Opening Bal.: Nil;
the Directors of the Company.
Received & Resolved during the nancial year: 75; Closing Bal.:
Remuneration Policy Nil.
The remuneration of Executive/Non-Executive Directors is based Compliance Ofcer
on the qualication of appointee(s), their experience, their
Mr. Deepak Jain, Vice President & Company Secretary is the
past performance, track record, their potentials, responsibility
Compliance Ofcer of the Company and also acts as the Secretary
shouldered, external competitive environment and performance
to the Committee.
of the Company. The Board/Committee regularly keeps track of
the market trends in terms of compensation levels and practices Committee Of Directors
in relevant industries. A Committee of Directors has been constituted by the Board
Service Contract and Severance Fees to decide matters pertaining to day to day business operations
including opening of current accounts with various banks and
The Directors of the Company are appointed by the Shareholders
changing the signatories as and when required; borrowing funds; to
upon recommendation of the Board of Directors within the
give necessary authorizations for various business requirements;
framework of the Companies Act, 1956 as well as the Articles of
and to do all incidental acts, deeds and things.
Association of the Company. The resolutions passed by these two
governing bodies together with the service rules of the Company The composition of the Committee of Directors as on 31st March,
cover the terms and conditions and remuneration of such 2013 and the attendance of its members at its meetings held
appointment. There is no service contract separately entered during 2012-13 are given in Table 7.
into by the Company with the Directors. Further, the resolutions
During the year under review, the Committee met fourteen (14)
appointing these Directors do not prescribe for the payment of any
times i.e. on 7th May, 2012; 7th June, 2012; 27th June, 2012; 28th
separate Severance Fees to them.
July, 2012; 27th August, 2012; 6th September, 2012; 19th October,
Shareholders/Investors Grievance Committee 2012; 8th November, 2012; 13th December, 2012; 20th December,
2012; 27th December, 2012; 15th January, 2013; 14th February,
The Shareholders/Investors Grievance Committee has been
2013 and 16th March, 2013.
constituted to specically look into the redressal of Shareholders
and Investors complaints and other Shareholders related issues. The Company Secretary acts as the Secretary to the Committee.
The composition of the Shareholders/Investors Grievance Telecom Business Restructuring Committee
Committee as on 31st March, 2013 and the attendance of its
The Board of Directors in its meeting held on 27th September,
members at its meetings held during 2012-13 are given in
2012 formed a committee of the Directors of the Company under
Table 6.
a nomenclature Telecom Business Restructuring Committee
During the year under review, the Shareholders/Investors for the purpose of nalizing the terms and conditions of the
Grievance Committee met twice (2) i.e. on 14th August, 2012 and settlement/understanding between the Company and Telenor
10th November, 2012. Asia Pte. Ltd. in respect to the telecom matters.
TABLE 6 COMPOSITION OF THE SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE AND ATTENDANCE OF ITS MEMBERS
During the year under review, the Telecom Business Restructuring of a properly dened framework, a report on Risk Assessment and
Committee met two (2) times i.e. on 8th October, 2012 and 11th Minimization Procedure as prepared by functional heads of the
October, 2012. Company is being reviewed periodically by the Board of Directors.
The composition of the Telecom Business Restructuring Committee CEO/ CFO Certication
as on 31st March, 2013 and the attendance of its members at its
In terms of Clause 49(V) of the Listing Agreement, the Certicate
meetings held during 2012-13 are given in Table 8.
duly signed by Mr. Ajay Chandra, Mr. Sanjay Chandra, Managing
The Company Secretary acts as the Secretary to the Committee. Directors and Mr. Manoj Popli, Chief Financial Ofcer of the
Company is placed before the Board of Directors along with the
nancial statements. The certicate for the year ended 31st March,
SUBSIDIARY COMPANIES 2013 forms part of this report as Annexure B.
During the year under review, the Company does not have any Compliances by the Company
material non-listed Indian subsidiary Company as dened under
Clause 49 of the Listing Agreement. The Board of Directors periodically reviews the compliances of
various laws applicable to the Company, and the Company initiates
requisite action for strengthening of its statutory compliance
MANAGEMENT AND DISCLOSURES procedures, as may be suggested by the Board from time to time.
Management Discussion and Analysis Report The Company has complied with various applicable rules and
regulations prescribed by the Stock Exchanges, Securities and
The Report on Management Discussion and Analysis is given
Exchange Board of India (SEBI) and other statutory authorities
separately and forms part of the Directors Report.
on all matters relating to capital markets, and no penalties or
Disclosures made by the senior managerial personnel to the Board strictures have been imposed on the Company by any of them in
this regard during the last three years.
During the year, no material transaction has been entered into by
the Company with the senior management personnel where they Means of Communication
had or were deemed to have had personal interest that may have
a. Financial Results: Quarterly/Annual Results are published in
a potential conict with the interest of the Company.
the leading newspapers viz. The Financial Express & Mint
Related party transactions (English) and Jansatta & Rashtriya Sahara (Hindi) and are
In Compliance with the clause 49 (IV) (A) of the Listing Agreement, also posted on the Companys website www.unitechgroup.com.
the details of the transactions with related parties or others, are b. Website: The Companys website contains a separate
placed before the Audit Committee from time to time. Materially dedicated section Investor Relations. It contains
signicant related-party transactions during the year under review comprehensive database of information of interest to the
have been given in Note 35 to the Annual Accounts for the nancial investors including the nancial results and Annual Report
year 2012-13. of the Company, shareholding pattern, Insider trading policy,
During the year under review, all the related party transactions, Corporate Governance Compliances and Unpaid / Unclaimed
if entered into, by the Company with its subsidiaries, promoters, amount. The basic information about the Company as called
directors or their relatives etc. were negotiated at arms length for in terms of Clause 54 of the Listing Agreement with the
basis and were intended to further the interests of the Company. Stock Exchanges is provided on Companys website and the
same is updated regularly.
Disclosures of Accounting Treatment
c. Annual Report: Annual Report containing inter alia, Audited
In the preparation of the nancial statements, the Company has Annual Accounts, Consolidated Financial Statements,
followed the Accounting Standards issued by the Institute of Directors Report, Auditors Report and other important
Chartered Accountants of India (ICAI) to the extent applicable. information is circulated to members and others entitled
thereto. The Company has welcomed the Green Initiative and
Risk Management
accordingly shall be emailing to the Members at their available
In order to ensure that Management controls risk through means e-mail IDs, the soft copies of the Annual Report for the year ended
TABLE 8 COMPOSITION OF THE TELECOM BUSINESS RESTRUCTURING COMMITTEE AND ATTENDANCE OF ITS MEMBERS
31st March, 2013. However the members whose email IDs For the rst quarter ending 30.06.2013 : Second week of
are not available, the Company shall be sending the physical August, 2013
copy of the abridged version of the Annual Report. For the second quarter and half year : Second week of
d. Designated email-id: The Company has a designated email-id, ending 30.09.2013 November, 2013
[email protected], exclusively for investor servicing. For the third quarter and nine months : Second week of
ending 31.12.2013 February, 2014
For the fourth quarter & year ending : Last week of
SHAREHOLDERS INFORMATION 31.03.2014 May, 2014
General Body Meetings Book Closure Period:
The details of the Annual General Meetings held during the last The register of Members and Share Transfer Books of the
three years immediately before 31st March, 2013 are given in Company will remain closed from Monday, 16th September, 2013
Table 9: to Thursday, 26th September, 2013 (both days inclusive) for the
purpose of Annual General Meeting of the Company.
Special Resolutions passed through Postal Ballot last year
Dividend
During the year under review, the Company has not passed any
Resolution through Postal Ballot. No Dividend is recommended by the Board of Directors for the
nancial year 2012-13.
Whether any Special Resolution proposed to be passed through
Postal Ballot Stock Exchange listings
No The Companys equity shares are listed at the following stock
exchanges:
Additional Shareholders Information
i) BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -
Annual General Meeting: 400001
The 42nd Annual General Meeting of the Company is scheduled to ii) National Stock Exchange of India Ltd. (NSE), Exchange
be held on Thursday, 26th September, 2013 at 11.00 A.M. at Tivoli Plaza, Plot No. C-1, G. Block, Bandra Kurla Complex, Bandra
Daffodils Hotel, Chattarpur Hills, Mehrauli, New Delhi - 110030 (East), Mumbai 400 051
Financial year of the Company Payment of Listing Fees
The nancial year of the Company is from 1st April to 31st March Annual Listing Fees for the nancial year 2013-14 has been paid
every year. to the above Stock Exchanges.
Financial Calendar 2013-14 (tentative and subject to change) Stock Code:
For the nancial year 2013-14, the nancial results would be BSE: 507878
announced as per the following schedule:
NSE: UNITECH
TABLE 10 MONTHLY HIGH & LOW QUOTATION OF THE COMPANYS EQUITY SHARES AND VOLUME TRADED
CHART A UNITECH AND BSE SENSEX CHART B UNITECH AND S&P NIFTY
120 120
110 110
100 100
90 90
80 80
70 70
60 60
Apr 2012
May 2012
Jun 2012
Jul 2012
Aug 2012
Sep 2012
Oct 2012
Nov 2012
Dec 2012
Jan 2013
Feb 2013
Mar 2013
Apr 2012
May 2012
Jun 2012
Jul 2012
Aug 2012
Sep 2012
Oct 2012
Nov 2012
Dec 2012
Jan 2013
Feb 2013
Mar 2013
on 1st and 16th of every month) till September, 2012. Dematerialization of Shares
However, from October, 2012 the same is being processed on
The equity shares of the Company were made available for
weekly basis (usually on every Friday) and the said transfer/
transmission of shares in physical form are approved by the dematerialization under the depository system operated by the
Company Secretary, as per authority delegated to him by the Central Depository Services (India) Ltd. (CDSL), with effect from
Board of Directors to, inter alia, approve the share transfers 1st April, 2000, and National Securities Depository Ltd. (NSDL)
and transmissions. Further in order to expedite the Share with effect from 3rd April, 2000. With effect from 28th August,
Transfer process, an ofcer of the Company is also authorized 2000, the shares of the Company are under the compulsory
to approve transfer of shares upto a limit of 15000 shares per demat settlement mode and can be traded only in the demat
folio per calendar month. form. About 99.28% of total shares of the Company have been
dematerialized.
Distribution of shareholding as on 31st March, 2013
International Securities Identication Number (ISIN) allotted to the
The distribution of the shareholding of the equity shares of the
Company by NSDL and CDSL is INE694A01020.
Company and the shareholding pattern as on 31st March, 2013
are given in Table 11 and 12 respectively.
Range (No. of Shares) No. of Shareholders % of Shareholders Total Shares in the Range % of shareholding
Upto 500 537524 85.30 71243857 2.72
501-1000 46620 7.40 36836403 1.41
1001-5000 35647 5.66 75483185 2.89
5001-10000 4803 0.76 35234398 1.35
10001-50000 4842 0.77 91705279 3.50
50001-100000 285 0.04 20255541 0.77
100001-500000 274 0.04 61354910 2.35
500001 & above 166 0.03 2224187474 85.01
Total 630161 100.00 2616301047 100.00
Outstanding GDRs/ADRs/Warrants or any Convertible called Unclaimed Suspense Account opened specically for the
Instruments, conversion date and likely impact on equity purpose and the status of the said account is given in Table 13.
During the year under review, there were no outstanding GDRs/
ADRs/ Warrants or any Convertible Instruments; therefore there TABLE 13 STATUS OF UNCLAIMED SUSPENSE ACCOUNT
are no such conversion dates and likely impact on equity.
Address for correspondence by Investors: Status of Unclaimed No. of No. of Shares
Suspense Account Shareholders
(i) For transfer/transmission of shares held in physical form,
Outstanding at the beginning 254 24,75,455
duplicate share certicates, change of address and any other
query relating to the shares, except relating to dividends Approached and transferred 5 57,850
which should be addressed to the Company, investors may shares during the year 2012-13
communicate with the Registrar & Share Transfer Agent (RTA). Outstanding at the end 249 24,17,605
For Members holding shares in demat form, all other
correspondences should be addressed to their respective Voting Rights of these shares remain frozen till the time claimed by
depository participants. respective shareholders.
(ii) Mr. Deepak Jain, Vice President & Company Secretary is COMPLIANCE WITH CLAUSE 49 OF LISTING AGREEMENT
the Compliance Ofcer and investors may lodge complaints,
if any, at the following address: (a) Mandatory Requirements
Unitech Limited The Company has complied with all mandatory requirements
6, Community Centre, of Clause 49.
Saket, New Delhi 110017 (b) Extent to which Non-mandatory requirements have been
Tel.: +91-124-4125200 adopted:
Fax: +91-124-2383332
Email: [email protected] i. The Board:
Members are allowed to nominate any person to whom they desire The Chairman of the Company is the Executive
to have the shares transmitted in the event of death. Members Chairman and hence this provision is not
desirous of availing this facility may submit the prescribed Form applicable.
2B to the Registrar & Share Transfer Agent of the Company. For
b) Tenure of Independent Directors:
shares held in Demat Form, this form of Nomination must be sent
to the concerned Depository Participant and not to the Company The independent Directors are rotational Directors
or its Registrar & Share Transfer Agent. and their tenure is generally for a period of three
years. However, no maximum tenure has been
specically determined for them yet.
RECONCILIATION OF SHARE CAPITAL AUDIT
ii. Remuneration Committee:
As stipulated by the Securities and Exchange Board of India, M/s DMK
The Company has a duly constituted Remuneration
Associates, Company Secretaries have carried out the Reconciliation
Committee for the purpose of determining and reviewing
of Share Capital Audit to reconcile the total admitted capital with
from time to time the remuneration of Directors. The
National Securities Depository Limited (NSDL) and Central Depository
details of the Committee are given in this report under
Services (India) Limited (CDSL) and the total issued and listed capital.
the heading Committees of the Board.
This audit is carried out every quarter and the Report thereon is
submitted to the Stock Exchanges and is also placed before the Board iii. Shareholders Rights:
of Directors. The audit, inter alia, conrms that the total listed and
The Company publishes the nancial results in
paid-up capital of the Company is in agreement with the aggregate
the newspapers of English language and regional
of the total number of shares in dematerialized form (held with NSDL
language, where its registered ofce is situated and
and CDSL) and total number of shares in physical form.
uploads the same on its web-site (www.unitechgroup.
com) as well. Annual Report is also sent individually
to the shareholders of the Company through post.
TRANSFER OF UNCLAIMED SHARES INTO UNCLAIMED SUSPENSE
Further in compliance with the Green Initiative of
ACCOUNT
the Government, the Company is/has been sending
Pursuant to the relevant clauses of the Listing Agreement, the Annual Reports through e-mail to the shareholders at
Company credited unclaimed shares to a separate Demat account their registered e-mail addresses.
ANNEXURE A
Declaration under Clause 49 1 (D) of the Listing Agreement for compliance with the Code of Conduct.
As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has laid down a Code of Conduct
for its Board of Directors and Senior Management.
We, the Managing Directors of the Company conrm the compliance of this Code of Conduct by myself/ourselves and other members of
the Board of Directors and Senior Managerial personnel as afrmed by them individually.
ANNEXURE B
The Board of Directors,
Unitech Limited,
New Delhi.
Ref: Certication under Clause 49 of the Listing Agreement
Dear Sirs,
Pursuant to the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, regarding the nancial reporting for the year
ended March 2013, it is hereby certied that:
we have reviewed nancial statements and the cash ow statement for the year ended 31st March 2013 and that to the best of our
knowledge and belief :
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
ii. these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or violative of the Companys Code of Conduct.
we accept responsibility for establishing and maintaining internal controls for nancial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to nancial reporting and we have disclosed to the auditors and the
Audit Committee, deciencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have
taken or propose to take to rectify these deciencies.
we have indicated to the auditors and the Audit committee:
i. signicant changes, if any, in internal control over nancial reporting during the year;
ii. signicant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the nancial
statements; and
iii. instances of signicant fraud of which they have become aware and the involvement therein, if any, of the management or an
employee having a signicant role in the Companys internal control system over nancial reporting.
To,
The Members,
UNITECH LIMITED
We have examined the compliance of conditions of Corporate Governance by M/s Unitech Limited, for the year ended 31st March, 2013
as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our review has been limited to review
of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the nancial statements of the Company.
In our opinion and to best of our information and according to the explanations given to us and the representations made by the Directors
and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49
of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company, nor the efciency or effectiveness
with which the management has conducted the affairs of the Company.
Consolidated
Financial
Statements
2. The consolidated nancial statements have been prepared 6. Reference is invited to Note 49 to the consolidated
by the Company in accordance with the requirements nancial statements according to which an amount of
of Accounting Standard 21 (Consolidated Financial 9,248,788,996 (previous year 16,074,305,962) is
Statements), Accounting Standard 23 (Accounting for outstanding in respect of advances for purchase of land,
Investment in Associates in Consolidated Financial projects pending commencement, joint ventures and
Statements) and Accounting Standard 27 (Financial collaborators which, as represented by the management,
Reporting of Interests in Joint Ventures) as notied by the have been given in the normal course of business to
Companies (Accounting Standards) Rules, 2006. land owning companies, collaborators, projects and for
purchase of land. Although signicant portion has been
adjusted / recovered during the current nancial year,
MANAGEMENTS RESPONSIBILITY FOR THE CONSOLIDATED considering that the remaining balances as at balance
sheet date are outstanding / unadjusted for long periods
FINANCIAL STATEMENTS
of time, we are unable to ascertain whether all of the
3. The Companys Management is responsible for the remaining balances as at balance sheet date are fully
preparation of these consolidated nancial statements recoverable. Accordingly, we are unable to ascertain
that give a true and fair view of the consolidated nancial the impact, if any, that may arise in case any of these
position, consolidated nancial performance and remaining advances are subsequently determined to be
consolidated cash ows of the Company in accordance doubtful of recovery.
with the accounting principles generally accepted in India.
This responsibility includes the design, implementation
and maintenance of internal controls relevant to the QUALIFIED OPINION
preparation and presentation of the consolidated nancial
statements that give a true and fair view and are free from 7. In our opinion and to the best of our information and
material misstatements, whether due to fraud or error. according to the explanations given to us, except for the
possible effects of the matter described in paragraph 6
above- the Basis for Qualied Opinion, the consolidated
AUDITORS RESPONSIBILITY nancial statements give a true and fair view in conformity
with the accounting principles generally accepted in India:
4. Our responsibility is to express an opinion on these
consolidated nancial statements based on our audit. We (a) in the case of the Consolidated Balance Sheet, of the
conducted our audit in accordance with the Standards on state of affairs of the Group as at 31st March, 2013;
Auditing issued by the Institute of Chartered Accountants (b) in the case of the Consolidated Statement of Prot
of India. Those Standards require that we comply with and Loss, of the prot of the Group for the year ended
the ethical requirements and plan and perform the on that date and
audit to obtain reasonable assurance about whether the
consolidated nancial statements are free from material (c) in the case of the Consolidated Cash Flow Statement,
misstatements. of the cash ows of the Group for the year ended on
that date.
5. An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in
the consolidated nancial statements. The procedures EMPHASIS OF MATTER
selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the 8. We draw attention to Note 45(d) to the consolidated nancial
consolidated nancial statements, whether due to fraud statements, in respect of investment in Unitech wireless
or error. In making those risk assessments, the auditor companies, related settlement and further contractual
considers internal controls relevant to the companys investment obligation. As explained to us, the management
preparation and presentation of the consolidated nancial is not currently in a position to ascertain how and in which
statements that give a true and fair view in order to design group company the aforesaid obligation is likely to devolve
The accompanying notes are integral part of the consolidated nancial statements.
As per our report of even date For and on behalf of the Board of Directors
For Goel Garg & Co.
Chartered Accountants
FRN: 000397N
Ramesh Chandra Ajay Chandra Sanjay Chandra
(Ashok Kumar Agarwal)
Chairman Managing Director Managing Director
Partner
Membership No.084600
INCOME
Revenue from operations 23 24,619,167,718 24,323,757,520
Less: Sales tax & value added tax (40,488,889) (49,910,788)
Less: Excise duty (173,283,692) (90,862,745)
24,405,395,137 24,182,983,987
Other income 24 1,887,607,844 2,116,121,821
Total revenue 26,293,002,981 26,299,105,808
EXPENSES
Cost of material consumed 25 2,157,448,082 1,275,942,031
Purchases of stock-in-trade 26 135,457,718 77,593,632
Changes in inventories of Land, nished properties/goods, work in progress 27 (227,261,651) (320,847,918)
and land development rights
Job and construction expenses 28 282,184,691 169,733,078
Real estate project expenditure 29 13,535,511,356 14,051,465,848
Employee benets expense 30 1,882,372,200 1,635,023,828
Borrowing cost 305,299,634 562,787,531
Depreciation and amortization expense 31 398,430,237 434,017,274
Other expenses 32 3,369,707,514 4,048,719,730
Total expenses 21,839,149,781 21,934,435,034
The accompanying notes are integral part of the consolidated nancial statements.
As per our report of even date For and on behalf of the Board of Directors
For Goel Garg & Co.
Chartered Accountants
FRN: 000397N
Ramesh Chandra Ajay Chandra Sanjay Chandra
(Ashok Kumar Agarwal)
Chairman Managing Director Managing Director
Partner
Membership No.084600
31.03.2013 31.03.2012
The accompanying notes are integral part of the consolidated nancial statements.
As per our report of even date For and on behalf of the Board of Directors
For Goel Garg & Co.
Chartered Accountants
FRN: 000397N
Ramesh Chandra Ajay Chandra Sanjay Chandra
(Ashok Kumar Agarwal)
Chairman Managing Director Managing Director
Partner
Membership No.084600
ix. Intra group balances and intra group transactions and Intangible assets are recognized when it is probable that future
unrealized prots have been eliminated in full. economic benets that are attributable to asset will ow to the
Company and the cost of the asset can be measured reliably.
II. BASIS OF PRESENTATION
Intangible assets (acquired or developed in house) are measured
The consolidated nancial statements relate to Unitech Limited on initial recognition at cost. Following initial recognition,
(the Company), its subsidiaries, joint ventures and interest in intangible assets are carried at cost less accumulated
associates. amortization and accumulated impairment losses, if any.
The consolidated nancial statements have been prepared Internally generated intangible assets, excluding capitalized
to comply in all material respects with the notied accounting development costs which meet capitalization criteria, are not
standards by Companies (Accounting Standards) Rules, 2006 capitalized and expenditure is reected in the Statement of
as amended from time to time and the relevant provisions Prot and Loss in the year in which the expenditure is incurred.
iii. The project costs to complete the project and the F) Consultancy income
stage of project completion at the reporting date Consultancy income is recognized on accrual basis based
can be measured reliably; on contractual terms on the performance of such services.
iv. The project costs attributable to the project can Revenue is recognized proportionately by reference to the
be clearly identied and measured reliably so that performance of acts dened contractually. The revenue
actual project costs incurred can be compared recognized is determined on the basis of contract value,
with prior estimates. associated costs, number of acts or other suitable basis.
iii. Revenue from maintenance and parking charges : Current tax is measured at the amount expected to be paid to
the tax authorities, using the applicable tax rates and tax laws
Income from maintenance charges include charges that are enacted or substantially enacted.
collected from customers towards electricity, common
area maintenance and other charges, which are Deferred tax is recognized on timing differences, being the
accounted based upon the contracts/agreements differences between the taxable income and the accounting
entered into by the Company with its customers, revenue income that originate in one period and are capable of reversal
is recognized net of service-tax. Income from parking is in one or more subsequent periods. Deferred tax assets, subject
recognized on the date of issue of parking tickets. to consideration of prudence, are recognized and carried
forward only to the extent that there is a reasonable certainty
iv. Revenue from amusement park : that sufcient future taxable income will be available against
Income from amusement park include sale of tickets which such deferred tax assets can be realized. The tax effect
and food and beverages which are accounted for on is calculated on the accumulated timing difference at the year-
accrual basis. end based on the tax rates and laws enacted or substantially
Authorised
4,000,000,000 (4,000,000,000) Equity shares of 2 each 8,000,000,000 8,000,000,000
200,000,000 (200,000,000) Preference shares of 10 each 2,000,000,000 2,000,000,000
10,000,000,000 10,000,000,000
Issued, subscribed and fully paid-up
2,616,301,047 (2,616,301,047) Equity Shares of 2 each 5,232,602,094 5,232,602,094
Total 5,232,602,094 5,232,602,094
Reconciliation of the paid up shares outstanding at the beginning and end of the reporting year
31.03.2013 31.03.2012
Number Number
At the beginning of the year 2,616,301,047 5,232,602,094 2,616,301,047 5,232,602,094
Add : Issued during the year - - - -
Outstanding at the end of the year 2,616,301,047 5,232,602,094 2,616,301,047 5,232,602,094
The total issued share capital comprises equity shares only, having face value of 2.00 per share, ranked pari passu in all respects including voting
rights and entitlement to dividend.
Detail of shareholder holding more than 5% shares
Name of shareholder 31.03.2013 31.03.2012
Number % held Number % held
Prakausali Investments (India) Pvt. Ltd. 563,679,623 21.54% 563,679,623 21.54%
Harsil Projects Private Limited 227,501,000 8.70% 227,501,000 8.70%
HSBC Global Investment Funds A/c HSBC Global Investment Funds 155,640,753 5.95% 182,190,342 6.96%
Mauritius Limited
Aggregate number and class of shares allotted as bonus shares during the period of ve years
Number of equity shares allotted as fully paid-up bonus shares by capitalisation of free reserves in 31.03.2013 31.03.2012
September, 2007. Nil 811,687,500
Capital Reserve
As per last nancial statements 2,308,394,644 2,022,914,156
Addition during the year 109,190,098 285,480,488
Closing balance 2,417,584,742 2,308,394,644
General Reserve
As per last nancial statements 3,605,384,745 3,605,384,745
Closing balance 3,605,384,745 3,605,384,745
Sinking Fund
As per last nancial statements 4,099,965 4,099,965
Addition during the year 607,144 -
Closing balance 4,707,109 4,099,965
Other Reserve
(6,782,205,043) 210,976,547
* Represents the interests in preference capital of jointly controlled entities pertaining to other Joint venture
partners
Secured
Debentures (refer note 10) 390,000,000 - 1,940,014,496 -
Term loans
from banks 3,455,221,093 5,540,206,466 6,725,855,873 8,746,055,762
from nancial institutions 4,998,099,432 5,276,067,290 16,385,600,861 9,167,488,237
Finance lease obligations 18,815,484 1,779,099 48,323,036 1,596,827
8,862,136,009 10,818,052,855 25,099,794,266 17,915,140,826
Unsecured
Debentures - - 1,843,750,000 -
Deposits 3,128,228,000 2,161,085,000 1,823,332,000 3,279,541,000
Finance lease obligations 11,442,594 7,143,712 19,337,931 8,486,928
3,139,670,594 2,168,228,712 3,686,419,931 3,288,027,928
Total 12,001,806,603 12,986,281,567 28,786,214,197 21,203,168,754
(i) The terms and securities of the above secured borrowing are given hereunder
Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
a) Debentures
Non - 2,330,014,496 2,666,601,964 12.00% Secured by way of registered mortgage of certain land of 90 units of
Convertible the Company and equitable mortgage of certain lands of the 1,000,000 each
Debentures* Company / certain subsidiary companies. Further, the Non redeemable in eighteen
(for previous convertible debentures has been guaranteed by personal monthly installments
year refer guarantee of the Managing Director of the Company (refer of 5,000,000
note 9) Note 10) each starting
from15.04.2012 to
15.09.2013 and 660
units of 1,000,000
each redeemable
in eleven monthly
installments of
60,000,000 each
from 15.10.2013
to 15.08.2014.
15000000 units of
100 each redeemable
in twenty ve monthly
installments of
60,000,000 each
from 15.09.2014 to
15.09.2016. 120 units
of 1,000,000 each
redeemable in two
monthly installments
of 60,000,000 each
from 15.10.2016
to 15.11.2016
and 20 units of
1,000,000 each
as last installment
of 20,014,496 on
15.12.2016
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Term loan 250,000,000 - 13.75% Secured by way of equitable mortgage of certain land of Eight equal quarterly
the Company / subsidiary Company and hypothecation installments of
of specic project receivables. Further, the loan has been 62,500,000 starting
guaranteed by corporate guarantee given by subsidiary from 30.06.2014.
Company .
Term loan 451,911,316 485,424,820 12.75% Secured by way of equitable mortgage of certain land of the One hundred and eight
subsidiary Company of Unitech Limited and hypothecation monthly installments
of lease rentals of the Company. Further, the loan has been starting from
guaranteed by corporate guarantee of one of the promoter 31.10.2011.
Company.
Term loan 197,657,088 - 12.75% Secured by way of equitable mortgage of certain land of the One hundred and eight
subsidiary Company of Unitech Limited and hypothecation monthly installments
of lease rentals of the Company. Further, the loan has been starting from
guaranteed by corporate guarantee of one of the promoter 30.03.2013
Company.
Term loan 633,722,994 627,117,971 12.75% Secured by way of equitable mortgage of certain land of the One hundred and eight
Company and hypothecation of lease rentals. Further, the monthly installments
loan has been guaranteed by corporate guarantee of one of starting from 15.02.
the promoter Company. 2012.
Term loan 321,450,000 230,000,000 15.00% Secured by way of equitable mortgage of project land Eight equal quarterly
and hypothecation of entire stock, other construction installments starting
material, book debts/receivables. Further, the loan has from 30.04.2012
been guaranteed by corporate guarantee given by promoter
companies.
Term loan 200,000,000 140,000,000 15.00% Secured by way of equitable mortgage of project land Eight equal quarterly
and hypothecation of entire stock, other construction installments starting
material, book debts/receivables. Further, the loan has from 30.04.2012
been guaranteed by corporate guarantee given by promoter
companies.
Term Loan 336,071,185 406,975,757 13.75% Secured by way of rst charge on all movable xed assets Seventy Installments -
(excluding movable xed assets and current assets/ Thirty Six installments
receivables / cash ows / rentals in respect of certain of 4,248,750 each
space licensed to promotor Company) and hypothecation , Twelve installments
of the certain receivables. Further, the loan has been of 8,497,500 each
guaranteed by the corporate guarantee of the promoter and Twenty Four
Company, personal guarantee of directors and pledge of installments of
part of equity shares of the Company by the promotors. 10,621,875 starting
from 15.11.2009
Term loan - 581,126,485 12.50% - Secured by way of equitable mortgage of certain land of the Twenty four monthly
15.00% Company and specic project receivables. Further, the loan installments starting
has been guaranteed by corporate guarantee given by the from 15.10.2011
holding Company and personal guarantees of the Chairman
and Managing Directors of the holding Company.
Term Loan 320,178,799 498,851,515 12.25% - Secured by way of equitable mortgage of certain land of Twenty equal quarterly
14.40% the certain subsidiary companies. Further, the loan has installments starting
been guaranteed by corporate guarantee given by certain from 31.03.2010
subsidiary companies and the holding Company.
Term Loan 65,385,514 91,784,968 11.75%- Secured by way of equitable mortgage of the entire Project One hundred and eight
14.50% Land, including building & structures on paripassu basis, monthly installments
assignment of receivables through sale of units/ shops, starting from
hypothecation of the plant and machinery of the amusement 03.04.2006
park and a charge on all xed assets of the Company.
Further the loan has been guaranteed by corporate
guarantee of promoters, pledge of shares of promoters,
receivables from amusement park to be assigned in case of
shortfall in loan repayment, personal guarantees of directors
of the Company.
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Term Loan 158,039,183 177,663,761 14.25% Secured by way of rst charge on all immovable assets Eighty four monthly
(present & future including certain piece of land alloted installments starting
by noida authority), rst charge on pari passu basis on all from 30.06.2010
intangible assets including but not limited to the goodwill,
undertaking, uncalled capital & intellectual property rights
of the Company, hypothecation & charge on all the movable
assets ( including receivables) of the Company, Further,
the loan has been guaranteed by personal guarantee of
directors of the Company, corporate guarantee of promoters,
pledge of entire equity shareholding of the Company held by
the promoters
Term Loan 137,590,489 158,844,575 15.00% Secured by way of rst charge on all immovable assets Eighty four monthly
(present & future including certain piece of land alloted installments starting
by noida authority), rst charge on pari passu basis on all from 30.06.2010
intangible assets including but not limited to the goodwill,
undertaking, uncalled capital & intellectual property rights
of the Company, hypothecation & charge on all the movable
assets ( including receivables) of the Company, Further,
the loan has been guaranteed by personal guarantee of
directors of the Company, corporate guarantee of promoters,
pledge of entire equity shareholding of the Company held by
the promoters
Term Loan 267,546,669 302,874,417 15.00% Secured by way of rst charge on all immovable assets Eighty four monthly
(present & future including certain piece of land alloted installments starting
by noida authority), rst charge on pari passu basis on all from 30.06.2010
intangible assets including but not limited to the goodwill,
undertaking, uncalled capital & intellectual property rights
of the Company, hypothecation & charge on all the movable
assets ( including receivables) of the Company, Further,
the loan has been guaranteed by personal guarantee of
directors of the Company, corporate guarantee of promoters,
pledge of entire equity shareholding of the Company held by
the promoters
Term Loan 115,314,922 125,658,652 15.00% Secured by way of rst charge on all immovable assets Eighty four monthly
(present & future including certain piece of land alloted installments starting
by noida authority), rst charge on pari passu basis on all from 30.06.2010
intangible assets including but not limited to the goodwill,
undertaking, uncalled capital & intellectual property rights
of the Company, hypothecation & charge on all the movable
assets ( including receivables) of the Company. Further,
the loan has been guaranteed by personal guarantee of
directors of the Company, corporate guarantee of promoters,
pledge of entire equity shareholding of the Company held by
the promoters
Term Loan 435,398,229 478,972,781 12.50% - Secured by way of rst pari passu charge on rentals of mall One hundred and eight
14.75% and arrival village. Further, the loan has been secured by monthly installments
pari-passu charge by way of equitable mortgage of the land starting from
& building and personal guarantee given by the directors of 30.11.2009
the Company.
Term Loan 453,046,682 476,940,357 12.00% - Secured by way of rst charge on all lease rentals, rst One hundred and
14.45% mortgage on the project land, rst charge by way of twenty monthly
hypothecation on all moveable property, book debts and installments starting
receivables. Further, the loan has been guaranteed by from 01.02.2010.
personal guarantee given by directors of the Company.
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Term loan 1,725,000,000 - 13.75% Secured by way of equitable mortgage of certain land of the Four Quarterly
Company / certain subsidiary Company and hypothecation Installments of
of all receivables of the Company. Further, the loan has 25,000,000
been guaranteed by way of corporate guarantee given by commencing from
holding Company along with personal guarantee of the 15th Jan 2013 till
Chairman and Managing Director of the holding Company. 15th Oct 2013 and 30
Quarterly Installments
of 55,000,000
beginning from 15th
Jan 2014.
Term loan 64,750,000 - 14.00% Secured by equitable mortgage of project land and Eight unequal quaterly
hypothecation of the specic project receivables. Further, installments starting
the loan has been guaranteed by the corporate guarantee of from March 2016.
promotors and land owning companies alongwith pledge of
part shares of the Company by the promotors.
Term loan 57,149,970 - 15.50% Secured by equitable mortgage of project land and Eight unequal quaterly
hypothecation of the specic project receivables. Further, installments starting
the loan has been guaranteed by the corporate guarantee of from March 2016.
promotors and land owning companies alongwith pledge of
part shares of the Company by the promotors.
Term loan 47,650,000 - 14.00% Secured by equitable mortgage of project land and Eight unequal quaterly
hypothecation of the specic project receivables. Further, installments starting
the loan has been guaranteed by the corporate guarantee of from March 2016.
promotors and land owning companies alongwith pledge of
part shares of the Company by the promotors.
Term loan 47,650,000 - 14.00% Secured by equitable mortgage of project land and Eight unequal quaterly
hypothecation of the specic project receivables. Further, installments starting
the loan has been guaranteed by the corporate guarantee of from March 2016.
promotors and land owning companies alongwith pledge of
part shares of the Company by the promotors.
c) from nancial institutions
Term loan 854,902,070 1,063,628,833 14.25%- Secured by way of equitable mortgage of certain land of the Seventeen quarterly
15.50% Company / certain subsidiary companies and hypothecation installments
of certain projects receivables. Further, the loan has been - One installment
guaranteed by personal guarantee of the Chairman and of 46,970,086,
Managing Directors of the Company and secured by pledge fteen installments
of shares of the Company held by promoters. of 71,200,000 and
last installment of
72,000,000 starting
from 30.06.2011
Term loan 491,138,187 652,872,000 14.50%- Secured by way of equitable mortgage of certain land of the Sixteen quarterly
15.75% Company / certain subsidiary companies and hypothecation installments
of certain projects receivables. Further, the loan has been - One installment
guaranteed by personal guarantee of the Chairman and of 51,421,101 and
Managing Directors of the Company and secured by pledge fteen installments of
of shares of the Company held by promoters. 54,700,000 starting
from 30.06.2011
Term loan 1,258,149,543 1,308,507,035 15.50% Secured by way of equitable mortgage of certain land of Forty two monthly
the Company / subsidiary Company and hypothecation of installments - two
certain projects receivables. Further, the loan has been monthly Installments of
guaranteed by personal guarantee of the Chairman and 25,000,000 starting
Managing Director of the Company and secured by pledge of from 31.03.2013
shares of the Company held by promoters. and forty monthly
installments of
32,500,000
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Term loan 1,591,114,678 1,580,297,874 14.50% Secured by way of equitable mortgage of certain land of the Eleven quarterly
Company / certain subsidiary companies / collaborators installments -one
and certain projects receivables. Further, the loan has been quarterly installment of
guaranteed by personal guarantee of the Chairman and 100,000,000 and ten
Managing Director of the Company and secured by pledge of quarterly installments
shares of the Company held by promoters. of 150,000,000
starting from
31.08.2014.
Term loan - 230,000,000 14.00% Secured by way of equitable mortgage of certain land of Seven quarterly
certain subsidiary companies and hypothecation of certain installments - six
receivables. Further, loan has been secured by pledge of quarterly installments
shares of the Company held by promoters. of 250,000,000 and
last installment of
230,000,000 starting
from 15.06.2010
Term loan - 553,310,867 14.00%- Secured by way of equitable mortgage of certain land of the Twenty monthly
16.50% Company / certain subsidiary companies. Further, the loan installments of
has been guaranteed by corporate guarantee given by certain 40,000,000 and
subsidiary companies and personal guarantee of Managing last installment of
Directors of the Company and secured by pledge of shares of 33,333,333
the Company held by promoters.
Term loan 850,000,000 - 16.50% Secured by way of equitable mortgage of certain land of Twenty ve monthly
the Company / certain subsidiary companies. Further, the installments of
loan has been guaranteed by corporate guarantee given by 40,000,000 starting
certain subsidiary companies and personal guarantee of from 15.02.2014.
Managing Directors of the Company and secured by pledge
of shares of the Company held by promoters.
Term loan 1,308,000,000 1,235,000,000 12.76% Secured by way of pari-passu charge on certain land of the Twenty two quarterly
subsidiary Company. Further, the loan has been guaranteed installments - twenty
by personal guarantee of the Chairman and Managing one quarterly
Directors of the Company. installments of
73,000,000 and
last installment of
67,000,000 starting
from 07.03.2010.
Term loan - 359,999,997 13.75%- Secured by way of equitable mortgage of certain land of the Twelve equal quarterly
14.15% Company / subsidiary companies. installments of
166,666,667 starting
from 31.10.2009.
Term loan 104,166,674 729,166,670 13.50%- Secured by way of equitable mortgage of certain land of the Twenty four monthly
15.40% Company / certain subsidiary companies and hypothecation installments of
of the specic project receivables. Further, the loan has 52,083,333 starting
been guaranteed by corporate guarantee given by certain from 31.03.2011.
subsidiary companies along with personal guarantee of
Chairman and Managing Directors of the Company.
Term loan 43,191,582 132,938,582 14.25%- Secured by way of equitable mortgage on certain land of the Twenty four monthly
15.75% Company / certain subsidiary companies and hypothecation installments of
of the specic project receivables. Further, the loan has 12,500,000 starting
been guaranteed by corporate guarantee given by certain from 31.05.2011.
subsidiary companies along with personal guarantee of
Managing Directors of the Company.
Term loan 57,521,647 178,000,000 15.25% Secured by way of equitable mortgage on certain land of the Eighteen monthly
Company / certain subsidiary companies and hypothecation installments of
of the specic project receivables. Further, the loan has 13,888,888 starting
been guaranteed by corporate guarantee given by certain from 31.07.2012.
subsidiary companies along with personal guarantee of
Chairman and Managing Director of the Company.
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Term loan - 67,540,518 17.00%- Secured by way of equitable mortgage of certain land of Twelve monthly
18.25% the Company / subsidiary Company and hypothecation of installments starting
specic project receivables. Further , the loan has been from 01.08.2011.
guaranteed by personal guarantee of Managing Director of
the Company.
Term loan - 81,790,132 14.00%- Secured by way of equitable mortgage of certain land of the Twenty four monthly
17.50% Company / subsidiary Company. installments starting
from 01.07.2010.
Term loan 727,073,170 750,000,000 15.50%- Secured by way of equitable mortgage of certain land of the Twenty monthly
16.75% Company / certain subsidiary Company and hypothecation installments of
of specic project receivables. Further, the loan has been 37,500,000 starting
guaranteed by personal guarantee of Managing Director of from 30.11.2012.
the Company.
Term Loan - 1,450,000,000 16.25% Secured by way of equitable mortgage of certain land of the Repayable on
Company / certain subsidiary companies and hypothecation 15.10.2012.
on specic project receivables. Further, the loan has been
guaranteed by personal guarantee of the Chairman and
Managing Director of the Company.
Term loan 820,000,000 - 15.00% Secured by way of equitable mortgage on certain land of the Eight quarterly
Company and hypothecation of specic project receivables. installments of
Further the loan has been guaranteed by the personal 102,500,000
guarantee of Chairman and Managing Directors of the each starting from
Company 26.09.2013 ending on
26.06.2015
Term loan 3,731,000,000 - 15.00% Secured by way of equitable mortgage of certain land of Four Quarterly
Company / certain subsidiary companies and hypothecation installments of
on specic project receivables. Pledge of shares of the 300,000,000 starting
Company held by promotors, Pledge of shares of the from 15.07.2015, four
associate Company, Pledge of investment in shares by quarterly installments
associate Company. Further secured by pledge of shares of 400,000,000 ,four
of JV companies held by subsidiaries of the Company quarterly installments
and personal guarantees of the Chairman and Managing of 250,000,000
Directors of the Company. and four quarterly
installments of
50,000,000 and
ending on 15.04.2019
Term loan 200,000,000 - 17.50% Secured by way of equitable mortgage of certain land of Eight Quarterly
certain subsidiaries companies.Further, the loan has been installments of
guaranteed by corporate guarantee given by the land owning 25,000,000 starting
companies and personal guarantees of the Chairman and from 01.10.2013 and
Managing Directors of the Company and secured by pledge ending on 01.07.2015
of shares of the Company held by promoters.
Term loan 430,000,000 - 15.00% Secured by way of equitable mortgage on certain land of the Eight quarterly
Company and hypothecation of specic project receivables. installments of
Further the loan has been guaranteed by the personal 53,750,000
guarantee of Chairman and Managing Directors of the each starting from
Company 26.09.2013 ending on
26.06.2015
Term loan 2,365,422,959 1,900,012,464 13.25% Secured by way of equitable mortgage of certain land of the One hundred and
co-developers and hypothecation of lease rentals. Further, forty four monthly
the loan has been guaranteed by corporate guarantee of installments starting
one of the promotor Company and pledge of part of equity from 15.05.2012.
shares of Company by the one of the promoter Company.
Term loan 160,001,050 - 13.25% Secured by way of equitable mortgage of certain land of the One hundred thirty two
co-developers and hypothecation of lease rentals. Further, monthly installments
the loan has been guaranteed by corporate guarantee of starting from
one of the promotor Company and pledge of part of equity 15.05.2013.
shares of Company by the one of the promoter Company.
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Term loan 80,000,525 - 13.25% Secured by way of equitable mortgage of certain land of the One hundred thirty two
co-developers and hypothecation of lease rentals. Further, monthly installments
the loan has been guaranteed by corporate guarantee of one starting from
of the promotor Company and pledge of part of equity shares 15.05.2013.
of Company by the one of the promoter Company.
Term Loan - 152,397,349 17.25% Secured by way of exclusive charge on the project land and Bridge loan convertible
pledge of entire shareholding of the Company held by the into project loan.
promoters
Term Loan 209,301,484 212,792,138 11.50% - Secured by way of equitable mortgage of certain land of One hundred and
14.25% the Company and hypothecation of Companys receivables. thirty nine monthly
Further, the loan has been guaranteed by personal installments starting
guarantee of the Chairman of the holding Company, pledge from June, 2010
of entire shareholding of the Company and the corporate
guarantee of the holding Company.
Term Loan 287,639,408 300,000,000 14.50% Secured by way of equitable mortgage of certain land of the One hundred seventeen
Company / certain subsidiary companies / collaborators and monthly installments
hypothecation of Companys receivables. Further, the loan starting from
has been guaranteed by personal guarantee of the Chairman 30.04.2012
and Managing Director of the holding Company, pledge of
shares of the holding Company held by promoters, pledge
of entire shareholding of the Company and the corporate
guarantee of the holding Company.
Term Loan 1,416,378,029 1,416,378,029 13.50% - Secured by way of rst and exclusive charge over the rights, Twenty eight installment
16.25% title and interest in certain piece of land of the Company. of 5,06,00,000
Further the loan has been guaranteed by pledge of part of starting from 31.03.2013
equity share of the Company held by the promoters.
Term Loan 76,503,395 88,923,039 13.00% - Secured by way of rst charge on all immovable assets Eighty four monthly
15.00% (present & future including certain piece of land alloted installments starting
by noida authority), rst charge on pari passu basis on all from 30.06.2010
intangible assets including but not limited to the goodwill,
undertaking, uncalled capital, & intellectual property rights
of the Company, hypothecation & charge on all the movable
assets (including receivables) of the Company, Further,
the loan has been guaranteed by personal guarantee of
directors of the Company, corporate guarantee of promoters,
pledge of entire equity shareholding of the Company held by
the promoters
Term Loan 200,000,000 - 16.00% Secured by way of equitable mortgage of certain land of Twenty monthly
Company / certain subsidiary companies. Further, the installments of
loan has been guaranteed by corporate guarantee given 10,000,000
by the land owning companies and personal guarantees each starting from
of the Chairman and Managing Directors of the Company 31.01.2014
and secured by pledge of shares of the Company held by
promoters.
Term Loan 687,500,000 - 14.25% Secured by way of equitable mortgage of certain land of the Ten quarterly
Company / holding Company / certain subsidiary companies installments of
/collaborators and certain projects receivables. Further, 9,00,00,000
the loan has been guaranteed by personal guarantee of the each starting from
Chairman and Managing Director of the holding Company, 30.11.2014
pledge of shares of the holding Company held by promoters
and the corporate guarantee of the holding Company.
Term Loan 1,240,817,536 - 15.00% Secured by way of equitable mortgage of certain land Twenty four monthly
of the holding Company / fellow subsidiary companies installments starting
/ collaborator and hypothecation of specic project from 15.12.2014
receivables. Further, the loan has been guaranteed by way
of corporate guarantee given by certain fellow subsidiary
companies , collaborator and of holding Company along with
personal guarantee of the Chairman and Managing Directors
of the holding Company.
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Term Loan 743,878,357 - 15.00% Secured by way of equitable mortgage of certain land Twenty four monthly
of the holding Company / fellow subsidiary companies installments starting
/ collaborator and hypothecation of specic project from 15.12.2014
receivables. Further, the loan has been guaranteed by way
of corporate guarantee given by certain fellow subsidiary
companies , collaborator and of holding Company along with
personal guarantee of the Chairman and Managing Directors
of the holding Company.
d) Finance lease obligation
Finance 1,070,063 2,042,637 9.50%- Secured by hypothecation of car against the nance lease Thirty six monthly
Lease 10.00% installments starting
from 05.05.2011.
Finance 1,589,871 - 11.25% Secured by hypothecation of car against the nance lease Sixty monthly
Lease installments starting
from 07.07.2012.
Equipment 4,139,868 - 16.00%- Secured by Hypothecation of Financed Equipments / Assets. Repayable in 39
Financing 16.25% Further the loan has been guaranteed by the personal monthly installments
guarantee of Managing Director of the Company starting from
15.06.2012
Equipment 10,803,876 - 16.00%- Secured by Hypothecation of Financed Equipments / Assets. Repayable in 39
Finance 16.25% Further the loan has been guaranteed by the personal monthly installments
guarantee of Managing Director of the Company starting from
05.08.2012
Equipment 4,207,873 - 16.00%- Secured by Hypothecation of Financed Equipments / Assets. Repayable in 39
Finance 16.25% Further the loan has been guaranteed by the personal monthly installments
guarantee of Managing Director of the Company starting from
05.09.2012
Equipment 2,515,447 - 16.00%- Secured by Hypothecation of Financed Equipments / Assets. Repayable in 39
Finance 16.25% Further the loan has been guaranteed by the personal monthly installments
guarantee of Managing Director of the Company starting from
22.09.2012
Equipment 8,540,225 - 16.00%- Secured by Hypothecation of Financed Equipments / Assets. Repayable in 39
Finance 16.25% Further the loan has been guaranteed by the personal monthly installments
guarantee of Managing Director of the Company starting from
15.11.2012
Equipment 13,370,400 - 16.00%- Secured by Hypothecation of Financed Equipments / Assets. Repayable in 39
Finance 16.25% Further the loan has been guaranteed by the personal monthly installments
guarantee of Managing Director of the Company starting from
15.05.2013
Finance 526,764 640,902 12.05% Secured by hypothecation of car against the nance lease Fifty nine installments
Lease starting from
01.11.2011
Finance - 692,387 13.69% Secured by hypothecation of car against the nance lease Thirty Five installments
Lease starting from
01.02.2010
Finance 8,087,212 - 9.94% Secured by hypothecation of car against the nance lease Sixty monthly
Lease installments starting
from 15.04.2013
Finance 9,310,995 - 9.94% Secured by hypothecation of car against the nance lease Sixty monthly
Lease installments starting
from 15.04.2013
Finance lease - 64,810 12.00% Secured by hypothecation of car against the nance lease Sixty monthly
installments of from
11.12.2007
Finance lease 237,571 392,045 12.25% Secured by hypothecation of car against the nance lease Thirty six monthly
installments from
07.08.2011
Finance lease 358,487 530,335 12.74% Secured by hypothecation of car against the nance lease Thirty six monthly
installments from
07.01.2012
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
31.03.2013 31.03.2012 Rate
Finance lease 412,372 562,000 12.75% Secured by hypothecation of car against the nance lease Thirty six monthly
installments from
05.05.2012
Finance lease 331,549 - 12.50% Secured by hypothecation of car against the nance lease Thirty six monthly
installments from
07.07.2012
Finance lease 407,463 - 11.00% Secured by hypothecation of car against the nance lease Thirty six monthly
installments from
07.08.2012
Finance lease 529,868 - 12.00% Secured by hypothecation of car against the nance lease Thirty six monthly
installments from
05.12.2012
Finance lease 561,954 - 12.00% Secured by hypothecation of car against the nance lease Thirty six monthly
installments from
05.02.2013
Finance lease 136,662 - 9.84% Secured by hypothecation of car against the nance lease Fifty Nine monthly
installments from
01.12.2009
Deposits 4,951,560,000 5,440,626,000 11.00%- Repayable within two to three year from the date of deposit.
12.50%
Equipment Finance 11,816,621 - 14.50% Repayable in 36 monthly installments starting from
22.12.2012 payable in advance
Finance lease 197,848 366,770 13.00% Repayment within 3 years from the date of disbursement
Finance lease 3,738,075 963,638 13.00% Repayment within 3 years from the date of disbursement
Finance lease 15,027,981 12,751,041 13.00% Repayment within 3 years from the date of disbursement
(iv) Non Convertible Debentures of 2,390,014,496 (Previous year - 2,666,601,964), Term loan of 758,89,56,800 ( 12,304,867,922) from banks,
term loan of 159,118,97,732 ( 1030,29,77,556) and nance lease of 43,577,689 (Nil) from nancial institutions are also guaranteed by personal
guarantee of Chairman/Managing Director(s).
Secured
Loans repayable on demand from banks 3,293,256,967 3,310,965,506
Loans from nancial institution - 550,000,000
3,293,256,967 3,860,965,506
Unsecured
Loans repayable on demand :
from banks 26,958,183 30,159,952
from others 4,832,712,632 4,229,632,212
from related parties :
associates 319,000,000 319,000,000
enterprises controlled by key management personnel 10,103,497 59,315,997
Deposits 1,898,398,886 2,358,502,946
7,087,173,198 6,996,611,107
Contd. Amount outstanding Interest Security and guarantee details Repayment terms
Rate
31.03.2013 31.03.2012
Working capital 149,855,784 148,520,150 15.75% Secured by way of rst charge on all xed assets and Repayable on
demand loan stock and book debts of the company and equitable demand
mortgage of certain land of the subsidiary companies
of the holding company. Further, the loan has been
guaranteed by corporate guarantee and personal
guarantees of chairman and managing director of the by
holding company
Working capital - 47,157,910 13.25% Secured by way of equitable mortgage of the certain Repayable on
demand loan land of certain subsidiary of the company. Further, the demand
loan has been guaranteed by the corporate guarantee
given by the holding company.
b) Loan from nancial institutions
Inter corporate - 550,000,000 15.25% Secured by way of equitable mortgage of certain land Repayable within
deposit of the company / certain subsidiary companies / one year
collaborators and certain projects receivables. Further,
the loan has been guaranteed by personal guarantee
of the chairman and managing director of the holding
company, pledge of shares of the holding company held
by promoters and the corporate guarantee of the holding
company.
(ii) Refer note no 51
(iii) Short term loan of 289,32,56,967 ( Previous year - 286,38,07,596) from banks and term loan of NIL (550,000,000) from nancial institutions
are guaranteed by chairman/managing director(s)/director(s).
9. TRADE PAYABLES 31.03.2013 31.03.2012
Current maturities of long term borrowings (refer note 4)* 12,001,806,603 12,986,281,567
Current portion of deferred liabilities against land (refer note 6) 9,964,812,801 4,698,548,069
Interest accrued but not due 784,185,185 727,205,351
Interest accrued and due (refer note 4)* 875,325,892 541,349,161
Unclaimed dividends 12,384,882 12,963,401
Unpaid matured Term Loan from bank and interest accrued thereon 8,878,021,200 8,172,656,869
Unpaid matured debentures and interest accrued thereon (refer note 4)** 218,941,289 2,666,601,964
Statutory taxes and dues 1,236,221,781 937,876,948
Employee payables 349,817,742 241,072,615
Expenses payable 8,571,554,790 4,998,178,027
Security deposit 1,342,485,617 799,304,105
Advance received from customer 10,238,589,907 10,552,762,488
Book overdrafts 98,491,229 762,813,315
Other payables 1,265,553,282 1,588,276,574
Disposals / 9,903,919,836 346,269,739 88,293,779 18,287,139 8,272,382 26,756,404 2,611,043 - 143,793,083 - - - - 10,538,203,405
(Adjustments)
As at 31st March, 2,697,190,376 5,641,301,158 2,256,787,910 665,570,896 757,177,501 143,957,152 264,730,733 104,255,646 1,135,763,194 - 3,709,149 6,308,237 13,854,455,844
2012 177,703,892
Additions 32,724,787 1,812,528,903 314,837,309 59,281,979 387,937,089 32,891,989 20,650,951 - 74,814,495 45,997,910 2,445,740 - 97,904 2,784,209,056
Disposals / 343,307,643 (4,826,231) (84,330,921) 2,646,005 20,985,276 11,185,635 434,751 3,624,755 9,750,427 - - 123,553,892 967,436 427,298,668
Adjustments
As at 31st March, 2,386,607,520 7,458,656,292 2,655,956,140 722,206,870 1,124,129,314 165,663,506 284,946,933 100,630,891 1,200,827,262 45,997,910 6,154,889 54,150,000 5,438,705 16,211,366,232
2013
FOR THE YEAR ENDED 31ST MARCH, 2013
Depreciation &
Amortization:
As at 1st April, 4,542,247 318,636,280 562,946,709 130,291,222 104,517,083 97,914,697 166,882,528 93,028,488 53,405,332 - 1,931 78,381,939 853,970 1,611,402,426
2011
charge for the year - 119,148,828 118,549,749 49,910,661 45,072,551 12,783,351 38,512,717 2,052,026 18,869,651 - 352,369 28,480,237 285,138 434,017,278
As at 31st March, 4,542,247 418,861,941 657,585,092 175,533,788 147,288,811 89,959,292 205,159,592 95,080,514 65,797,095 - 354,300 106,862,176 1,139,108 1,968,163,956
2012
charge for the year - 128,238,684 122,002,462 47,974,131 45,586,800 11,530,789 19,499,272 2,395,660 12,904,892 1,519,657 490,503 1,331,556 728,082 394,202,488
ANNUAL REPORT
Disposals / 4,542,247 (10,368,446) (25,517,673) 2,268,629 1,271,553 8,283,573 21,966,170 675,561 (5,185,186) - - 99,316,689 (423,337) 96,829,780
(Adjustments)
As at 31st March, - 557,469,071 806,251,708 221,239,290 192,095,027 93,639,787 219,350,336 96,800,613 83,887,173 1,519,657 844,803 8,877,043 2,290,527 2,284,265,036
2013
2012-13
Net block:
59
As at 31st March, 2,692,648,129 5,222,439,217 1,599,202,818 490,037,108 609,888,690 53,997,860 59,571,141 9,175,132 1,069,966,099 - 3,354,849 70,841,716 5,169,129 11,886,291,888
2012
60
As at 31st March, 2,386,607,520 6,901,187,221 1,849,704,432 500,967,580 932,034,287 72,023,719 65,596,597 3,830,278 1,116,940,089 44,478,253 5,310,086 45,272,957 3,148,178 13,927,101,197
2013
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH, 2013
Unquoted - Trade
Investments in equity instruments (fully paid-up)
In associates
Greenwood Hospitality Pvt. Ltd. 24,675,000 24,675,000
630000 (630000) equity shares of 10 each
Share of Prot/(Loss) (4,485,661) -
20,189,339 24,675,000
In others
Alice Developers Pvt. Ltd. 500,000 500,000
50000 (50000) equity shares of 10 each
Askot Developers Pvt. Ltd. 500,000 500,000
50000 (50000) equity shares of 10 each
Aswan Developers Pvt. Ltd. 500,000 500,000
50000 (50000) equity shares of 10 each
Avens Properties Pvt. Ltd. 500,000 500,000
50000 (50000) equity shares of 10 each
Carnoustie Management Pvt. Ltd. 3,178,044,000 3,178,044,000
2288696 (2288696) equity shares of Class B of 10 each
Helmand Projects Pvt. Ltd. 500,000 500,000
50000 (50000) equity shares of 10 each
New Kolkata International Development Pvt. Ltd. - 60,000,000
Nil (6000000) equity shares of 10 each
New Cyberabad City Projects Private Ltd. 1,000,000,000 1,000,000,000
237000 (237000) equity share of 10 each
Unitech Corporate Parks PLC 1,043,698,039 550,465,862
43007428 (27086691) ordinary shares of 0.01 each shares
Equexa Ltd. 10,900,000 10,394,000
2002 (2002) shares Class B ordinary shares of USD 1 each
546,635,000 1,471,259,100
5,804,117,253 5,635,674,685
Quoted - trade
Investments in equity instruments (fully paid-up)
Ansal Properties & Infrastructure Ltd. 61 -
2 (Nil) Equity Share of 5 each
DLF Ltd. 546 -
2 (Nil) Equity Share of 2 each
GMR Infrastructure Ltd. 36 -
2 (Nil) Equity Share of 1 each
Hindustan Construction Company Ltd. 34 -
2 (Nil) Equity Share of 1 each
Jaiprakash Associates Ltd. 143 -
2 (Nil) Equity Share of 2 each
Larsen & Tubro Ltd. 1,429 -
1 (Nil) Equity Share of 2 each
Mahindra Lifespace Developers Ltd. 830 -
2 (Nil) Equity Share of 10 each
Oberoi Realty Ltd. 573 -
2 (Nil) Equity Share of 10 each
Omaxe Ltd. 304 -
2 (Nil) Equity Share of 10 each
Sobha Developers Ltd. 807 -
2 (Nil) Equity Share of 10 each
4,763 -
Total 11,896,520,911 14,431,446,435
1,215,008,676 1,324,608,675
Quoted - Non trade
Investments in equity instruments (fully paid-up)
Bilati (Orissa) Limited 3,000,000 3,000,000
300000 (300000) equity shares of 10 each
Kings International Limited 25,000 25,000
250000 (250000) equity shares of 10 each
Advani Hotels & Resorts (India) Ltd. 4,000 4,000
2000 (2000) equity shares of 2 each
Can Fin Homes Ltd. 29,150 29,150
2200 (2200) equity shares of 10 each
ITC Ltd. 591 -
2 (Nil) Equity Share of 1 each
Reliance Industries Ltd. 1,728 -
2 (Nil) Equity Share of 10 each
3,060,469 3,058,150
Unquoted - Non trade
Investments in Mutual Fund (fully paid-up)
Canara robeco gold saving fund-regular growth 1,000,000 -
99282.344 (Nil) Units of 10 each
Canara robeco indigo fund-regular growth 150,000 -
11623.202 (Nil) Units of 10 each
Faering capital i evolv. fund 57,675,549 36,000,000
57675 (36000) Units of 1000 each
58,825,549 36,000,000
Provision for diminution in value of investments (803,669,998) (3,864,180)
Total 12,369,745,607 15,791,249,080
Unquoted - Non-trade
Investments in mutual funds (fully paid-up)
Axis Treasury Advantage Fund -Institution Fund - 100,022,362
Baroda Pioneer Mutual Fund 4,000,026 -
Birla Mutual Fund - 1,682,473
Birla Sun Life Cash Manager Fund Institutional Plan 24,012,211 -
Birla Sunlife Saving Fund - Growth Regular Plan 614,124 -
Birla Sunlife Saving Fund - Retail - Daily Dividend - Reinvestment 1,108,899 1,037,811
Birla sunlife saving fund-daily dividend-regular plan 50,597,467 -
DSP Blackrock Money Manager Fund-Daily - 367,715,049
DWS Ultra Short Term Fund- Institution Plan - 100,000,616
IDFC Ultra Short Term Fund 20,007,399
ICICI Prudential M F Flexible Income Plan 5,303,170 5,303,170
ICICI Prudential Flexible Income-Regular Plan-Daily Dividend 50,635,828 -
ICICI Pru Flexible Income Plan- Premium -Daily 12,007,621 -
JPMorgan India Treasury Fund - 20,244,862
Kotak Floater Long Term - Daily Dividend 100,488,204 -
Reliance Liquid Fund-Treasury Plan-Institution Plan - 320,151,996
Reliance Money Manager Fund 24,011,033 3,452,006
Religare Ultra Short Term Fund -Insitutional- Daily - 4,229,455
SBI Mutual Fund- Institution 20,008,939 300,001,928
TATA Floater Fund 50,635,983 12,254,300
Templeton India Ultra Short Bond Super Institution Plan 118,447,838 100,000,656
UTI Treasury Advantage Fund-Institution 169,096,353 348,975,525
*Margin money given against bank guarantee in respect of project in progress, statutory & other bodies
43,422,879 177,348,380
71,195,542,828 52,467,378,928
23. REVENUE FROM OPERATIONS For the year For the year
ended ended
31.03.2013 31.03.2012
Interest income on
Bank deposits 117,960,179 83,953,359
Others 698,633,481 835,794,218
Dividend income 19,808,237 29,360,646
Foreign exchange uctuation (net) 21,958,597 35,650,719
Prot on sale/disposal of tangible xed assets & Investments 251,868,192 529,735,940
Miscellaneous income 777,379,158 601,626,939
25. COST OF MATERIALS CONSUMED For the year For the year
ended ended
31.03.2013 31.03.2012
27. CHANGES IN INVENTORIES OF LAND, FINISHED PROPERTIES/GOODS, WORK IN PROGRESS AND LAND For the year For the year
DEVELOPMENT RIGHTS ended ended
31.03.2013 31.03.2012
Change in Land
Opening stock 48,092,769,087 38,849,288,137
Land of subsidiaries acquired during the year - 302,472,820
Land procurement and others 47,732,339 5,264,324
Transfer from xed assets 269,434,600 9,102,640,590
Transfer from project in progress 246,891,314 918,042,245
Transfer to project in progress (93,058,556) (1,162,532,660)
On account of reversal of revaluation reserve in subsidiaries (6,993,181,590) -
Closing stock (41,589,464,488) (48,092,769,087)
(18,877,294) (77,593,631)
28. JOB AND CONSTRUCTION EXPENSES For the year For the year
ended ended
31.03.2013 31.03.2012
29. REAL ESTATE PROJECT EXPENDITURE For the year For the year
ended ended
31.03.2013 31.03.2012
Project cost- ongoing real estate project (refer note 35) 169,077,359 173,079,059
Project cost- real estate completed projects 578,448,512 1,415,965,856
Project cost- percentage of completion method 12,392,891,112 11,728,311,234
Loss on sale of investments in real estate projects 310,000,000 -
Provision for loss on real estate projects 72,495,550 -
Cost of land sold 12,598,823 24,122,068
Cost of land development rights sold - 709,987,631
30. EMPLOYEE BENEFITS EXPENSE For the year For the year
ended ended
31.03.2013 31.03.2012
31. DEPRECIATION AND AMORTIZATION EXPENSE For the year For the year
ended ended
31.03.2013 31.03.2012
33. PRIOR PERIOD ITEMS For the year For the year
ended ended
31.03.2013 31.03.2012
Total 1,035,244,999 -
36 EMPLOYEE BENEFITS
As per Accounting Standard (AS)15 revised, Employee Benets, the disclosures of employee benets are as given below:
(a) Dened contribution plans
Employers contribution to provident and other funds : 13,767,085 (previous year: 11,536,056)
(b) Dened benet plan
The cost of providing gratuity and long term leave encashment are determined using the projected unit credit method on the base of actuarial
valuation techniques conducted at the end of the nancial year.
The following tables summarize the component of net benet expense in respect of gratuity and leave encashment recognized in the Statement
of Prot and Loss and Balance Sheet as per actuarial valuation as on 31st March, 2013.
i. Expense recognized in the Statement of Prot and Loss (Amount in )
37 AMALGAMATION OF COMPANIES
During the year, petition for amalgamation was led before the Honble High Court of Delhi by Havelock Investments Ltd. (a wholly owned subsidiary
of the Company) and its various subsidiary companies as details given below. The Honble High Court has approved / sanctioned the scheme of
amalgamation, which has been led with Registrar of Company (ROC), NCT of Delhi & Haryana thereby making the scheme of amalgamation
effective from the appointed date. Accordingly, nancial statements of these companies are merged to give effect of the merger. The amalgamation
is an amalgamation in the nature of merger and is accounted for under the pooling of interest method in accordance with the Accounting Standard
AS(14).
Name of transferee Company Name of transferor Company Nature of business Effective date
Havelock Investments Ltd. Gibson Developers Private Limited Real estate 09.01.2013
Gordon Developers Private Limited Real estate 09.01.2013
Andros Properties Private Limited Real estate 09.01.2013
Edward Properties Private Limited Real estate 09.01.2013
Moore Developers Private Limited Real estate 09.01.2013
Zanskar Estates Private Limited Real estate 09.01.2013
Dhauladhar Projects Private Limited Real estate 09.01.2013
Richmond Infrastructures Pvt Ltd Real estate 09.01.2013
Gordon Projects Private Limited Real estate 09.01.2013
Nene Properties Private Limited Real estate 09.01.2013
Dhauladhar Properties Private Limited Real estate 09.01.2013
Lavender Infra Developers Pvt. Ltd. Real estate 09.01.2013
Sibia Builders Pvt. Ltd. Real estate 09.01.2013
Vostok Builders Pvt. Ltd. Real estate 09.01.2013
Angers Properties Limited Real estate 09.01.2013
Cardus Properties Private Limited Real estate 09.01.2013
Cynara Airlines Pvt. Ltd. Airlines 09.01.2013
Ficus Projects Pvt. Ltd. Real estate 09.01.2013
Contd.
Name of transferee Company Name of transferor Company Nature of business Effective date
Suru Properties Pvt. Ltd. Real estate 09.01.2013
Unitech Landmark Builders Pvt. Ltd. Real estate 09.01.2013
Sironi Properties Private Limited Real estate 09.01.2013
Unitech Scotia Realtors Pvt. Ltd. Real estate 09.01.2013
Unitech Simpson Projects Pvt. Ltd. Real estate 09.01.2013
Unitech Hi-Tech Realtors Pvt. Ltd. Real estate 09.01.2013
Lavender Builders Pvt. Ltd. Real estate 09.01.2013
Unitech Hi-Tech Infrastructures Pvt. Ltd. Real estate 09.01.2013
Deoria Estates Private Limited Real estate 09.01.2013
Unitech Real-Tech Developers Pvt. Limited Real estate 09.01.2013
Samus Properties Pvt. Ltd. Real estate 09.01.2013
Contd.
Particulars Real estate and Property Hospitality Electrical Others Total
related activities management
Other information
Segment assets 220,006,985,147 3,546,172,308 2,564,320,639 2,812,476,615 9,925,749,731 238,855,704,440
(215,537,673,589) (1,795,952,340) (2,505,096,019) (1,664,204,827) (10,277,223,571) (231,780,150,346)
Total 238,855,704,440
(231,780,150,346)
Segment liabilities 112,402,788,590 2,675,409,656 2,615,503,312 2,227,422,756 4,435,918,496 124,357,042,810
(101,452,644,655) (1,134,822,811) (2,302,908,037) (1,349,260,904) (4,584,159,102) (110,823,795,509)
Unallocated -
corporate liabilities -
Total 124,357,042,810
(110,580,125,052)
Capital expenditure 6,023,941,652
(1,109,856,815)
Depreciation / 398,430,237
amortization (434,017,274)
Other non cash 1,223,344,522
expenses other (1,324,743,358)
than depreciation /
amortization
Associates
Millennium Plaza Ltd. Simpson Unitech Wireless Pvt. Ltd.
Greenwoods Hospitality Pvt. Ltd. Unitech Shivalik Realty Ltd.
Group of Individuals having signicant inuence over the Company & relative of such individuals
Name Designation Relatives Relation
Ms. Minoti Bahri Non executive director Mr. Rahul Bahri Brother
Enterprises owned or signicantly inuenced by group of individuals or their relatives who have control or signicant inuence over the Company
R. V. Techno Investments Pvt. Ltd.
(a) Summary of signicant related parties transactions carried out in ordinary course of business are as under: (Amount in )
40 LEASED ASSETS
a) Operating lease taken:
Operating lease obligations: The Company has acquired vehicles/ ofce equipments on operating lease basis. The lease rentals are payable by
the Company on a monthly basis. Future minimum lease rentals payable as at 31st March, 2013 as per the lease agreements are as under:
(Amount in )
42 The subsidiary companies, joint ventures and associates considered in the consolidated nancial statements are:
(A) Name of the subsidiary companies
3 Agmon Builders Pvt. Ltd. 100% 27 Bengal Unitech Universal Siliguri Projects 100%
Ltd.
4 Agmon Projects Pvt. Ltd. 100%
28 Bengal Unitech Universal Townscape Ltd. 100%
5 Akola Properties Ltd. 100%
29 Bengal Universal Consultants Pvt. Ltd. 98%
6 Algoa Properties Pvt. Ltd. 100%
30 Broomeld Builders Pvt. Ltd. 100%
7 Alice Builders Pvt. Ltd. 100%
31 Broomeld Developers Pvt. Ltd. 100%
8 Aller Properties Pvt. Ltd. 100%
32 Bynar Properties Pvt. Ltd. 100%
9 Alor Golf Course Pvt. Ltd. 100%
33 Cape Developers Pvt. Ltd. 100%
10 Alor Maintenance Pvt. Ltd. 100%
34 Cardus Projects Pvt. Ltd. 100%
11 Alor Projects Pvt. Ltd. 100%
35 Clarence Projects Pvt. Ltd. 100%
12 Alor Recreation Pvt. Ltd. 100%
36 Clover Projects Pvt. Ltd. 100%
13 Amaro Developers Pvt. Ltd. 100%
37 Coleus Developers Pvt. Ltd. 100%
14 Amarprem Estates Pvt. Ltd. 100%
38 Colossal Infra-Developers Pvt. Ltd. 100%
15 Amur Developers Pvt. Ltd. 100%
39 Colossal Projects Pvt. Ltd. 100%
16 Andes Estates Pvt. Ltd. 100%
40 Comfrey Developers Pvt. Ltd. 100%
17 Angul Properties Pvt. Ltd. 100%
41 Cordia Projects Pvt. Ltd. 100%
18 Arahan Properties Pvt. Ltd. 100%
42 Crimson Developers Pvt. Ltd. 100%
19 Arcadia Build- Tech Ltd. 100%
43 Croton Developers Pvt. ltd. 100%
20 Arcadia Projects Pvt. Ltd. 100%
44 Dantas Properties Pvt. Ltd. 100%
21 Ardent Build-Tech Ltd. 100%
45 Deoria Properties Ltd. 100%
22 Askot Builders Pvt. Ltd. 100%
46 Deoria Realty Pvt. Ltd. 100%
23 Avril Properties Pvt. Ltd. 100%
47 Devoke Developers Pvt. Ltd 100%
24 Azores Properties Ltd. 100%
48 Devon Builders Pvt. Ltd. 100%
25 Bengal Unitech Hospitality Pvt. Ltd. 98%
49 Dhaulagiri Builders Pvt. Ltd. 100%
140 Unitech Acacia Projects Pvt. Ltd. 45.90% 182 Unitech Power Distribution Pvt. Ltd. 100%
141 Unitech Acorus Projects Pvt. Ltd. 100% 183 Unitech Power Projects Pvt. Ltd. 100%
142 Unitech Agra Hi-Tech Township Ltd. 100% 184 Unitech Power Pvt. Ltd. 100%
143 Unitech Alice Projects Pvt. Ltd. 100% 185 Unitech Power Transmission Ltd. 100%
144 Unitech Ardent Projects Pvt. Ltd. 100% 186 Unitech Property Management Pvt. Ltd. 100%
145 Unitech Build-Con Pvt. Ltd. 51% 187 Unitech Real Estate Builders Ltd. 100%
146 Unitech Builders & Projects Ltd. 100% 188 Unitech Real Estate Developers Ltd. 100%
147 Unitech Builders Ltd. 100% 189 Unitech Real Estate Management Pvt. 100%
Ltd.
148 Unitech Buildwell Pvt. Ltd 100%
190 Unitech Real-Tech Properties Ltd. 100%
149 Unitech Business Parks Ltd. 100%
191 Unitech Realty Builders Pvt. Ltd. 100%
150 Unitech Capital Pvt. Ltd. 100%
192 Unitech Realty Developers Ltd. 100%
151 Unitech Colossal Projects Pvt. Ltd. 100%
193 Unitech Realty Estates Pvt. Ltd. 100%
152 Unitech Commercial & Residential 100%
Projects Pvt. Ltd. 194 Unitech Realty Pvt. Ltd. 100%
153 Unitech Country Club Ltd. 100% 195 Unitech Realty Ventures Ltd. 100%
154 Unitech Cynara Projects Pvt. Ltd. 100% 196 Unitech Reliable Projects Pvt. Ltd 100%
155 Unitech Developers & Hotels Pvt. Ltd 100% 197 Unitech Residential Resorts Ltd. 100%
156 Unitech High Vision Projects Ltd. 100% 198 Unitech Samus Projects Pvt. Ltd. 100%
157 Unitech Hi-Tech Builders Pvt. Ltd. 100% 199 Unitech Universal Developers Pvt. Ltd. 100%
158 Unitech Hi-Tech Developers Ltd. 51% 200 Unitech Universal Hotels Pvt. Ltd. 100%
159 Unitech Hi-Tech Projects Pvt. Ltd. 100% 201 Unitech Universal Simpson Hotels Pvt. 100%
Ltd.
160 Unitech Holdings Ltd. 100%
202 Unitech Valdel Hotels Pvt. Ltd. 100%
161 Unitech Hospitality Ltd. 100%
203 Unitech Varanasi Hi-Tech Township Ltd. 100%
162 Unitech Hospitality Services Ltd. 60%
204 Unitech Vizag Projects Ltd. 95%
163 Unitech Hotel Services Pvt. Ltd. 100%
205 Unitech-Pioneer Recreation Ltd. 60%
164 Unitech Hotels & Projects Ltd. 100%
206 Volga Realtors Pvt. Ltd. 100%
165 Unitech Hotels Pvt. Ltd. 60%
207 Zanskar Builders Pvt. Ltd. 100%
166 Unitech Hyderabad Projects Ltd. 95%
208 Zanskar Projects Pvt. Ltd. 100%
167 Unitech Hyderabad Township Ltd. 100%
209 Zanskar Realtors Pvt. Ltd. 100%
168 Unitech Industries & Estates Pvt. Ltd. 100%
210 Zanskar Realty Pvt. Ltd. 100%
169 Unitech Industries Ltd. 100%
170 Unitech Infopark Ltd. 33% (b) Incorporated outside Country of Proportion
171 Unitech Infra Ltd. 100% India incorporation of ownership
172 Unitech Infra-Developers Ltd. 100% interest
1 Alkosi Ltd. Cyprus 100%
173 Unitech Infra-Projects Pvt. Ltd. 100%
2 Bageris Ltd. Cyprus 100%
174 Unitech Infra-Properties Ltd. 100%
3 Bolemat Ltd. Cyprus 100%
175 Unitech Kochi-SEZ Ltd. 100%
4 Boracim Ltd. Cyprus 100%
176 Unitech Konar Projects Pvt. Ltd. 100%
5 Brucosa Ltd. Cyprus 100%
177 Unitech Landscape Projects Pvt. Ltd. 100%
6 Burley Holding Ltd. Republic of 100%
178 Unitech Manas Projects Pvt. Ltd. 100% Mauritius
Minority interest -
Non-current liabilities -
Current liabilities 30,345
Total 530,345
II. Assets
Non-current assets
Current assets 431,161
Total assets 431,161
Total income considered in the consolidated nancial statements - during the year -
Prot/(Loss) considered in the consolidated nancial statements - during the year (30,345)
Reserve and surplus (99,184)
Date of acquisition 30.03.2013
% of stake acquired 100%
Cost of acquisition 500,000
Goodwill on acquisition 68,839
43 Consolidated nancial statements have been prepared after making the following adjustments:
Goodwill amounting to 21,931,057,657(previous year 21,397,456,277) arising on account of consolidation has been shown under the head
goodwill on consolidation.
44 The depreciation is being provided for on straight line method at the rates provided in Schedule XIV to the Companies Act, 1956 except for (i) Unitech
Country Club Ltd. (ii) Unitech Business Parks Ltd. (iii) Bengal Unitech Universal Infrastructure Pvt. Ltd. (iv) Global Perspectives Ltd. (v) Unitech
Realty Pvt. Ltd. (vi) Unitech Pioneer Recreation Ltd. (vii) Unitech Pioneer Nirvana Recreation Pvt. Ltd. (viii) Bengal Unitech Universal Townscape
Ltd. (ix) Unitech Ofce Fund Trustee Pte. Ltd. (x) Unitech Property Management Pvt. Ltd., (xi)Unitech Real Estate Management Pvt. Ltd., subsidiary
companies and following joint ventures: (i) International Recreation Parks Pvt. Ltd., (ii) Shivalik Ventures Pvt. Ltd., (iii) MNT Buildcon Pvt. Ltd., (iv) SVS
Buildcon Pvt. Ltd.,(v) Unitech Valdel Valmark Pvt. Ltd., where they have charged the same on written down value method. The proportion of value of
depreciation which has been charged on written down value method is as under :
(Amount in )
45 CONTINGENT LIABILITIES
I) Claims against the Company not acknowledged as debts
a) Liquidated damages and other claims: 2,507,711,896 (previous year 1,394,081,303)
b) Following cancellation of 122 UAS licenses granted to the private companies [including 22 UAS licenses issued to Unitech Wireless (Tamilnadu)
Pvt. Ltd., Unitech Wireless (Mumbai) Pvt. Ltd., Unitech Wireless (Kolkata) Pvt. Ltd., Unitech Wireless (Delhi) Pvt. Ltd., Unitech Wireless
(North) Pvt. Ltd., Unitech Wireless (South) Pvt. Ltd., Unitech Wireless (East) Pvt. Ltd. and Unitech Wireless (West) Pvt. Ltd. (Unitech Wireless
Companies)] on or after 10th January 2008 by the Honble Supreme Court of India vide its judgment dated 2nd February 2012, Telenor Asia
Pte. Ltd. and Telenor Mobile Communications AS (collectively referred as Telenor) issued a notice of misrepresentation and fraud by the
Company, Cestos Unitech Wireless Pvt. Ltd., Simpson Unitech Wireless Pvt. Ltd., Acorus Unitech Wireless Pvt. Ltd. and Unitech Wireless
(Tamilnadu) Pvt. Ltd. and sought indemnication of its equity investment in Unitech Wireless Companies amounting to 61,356,253,283
arbitration tribunal has directed the Company to invest USD 298,382,949.34 equivalent to 16,218,605,211 in Burley Holdings Ltd.
(Mauritius) so as to enable it to purchase the investments of Cruz City 1 Mauritius Holdings (Mauritius) in the joint-venture Company, Kerrush
Investments Ltd (Mauritius). The High Court of Justice, Queens Bench Division, Commercial Court London has conrmed the said award.
Based on the legal advice received by it, the Company believes that the said award is not enforceable in India on various grounds including
but not limited to lack of jurisdiction by the LCIA appointed arbitral tribunal to pass the said award. Nevertheless, in case the Company is
required to make the aforesaid investment into Burley Holdings Limited, its economic interest in the SRA project in Santacruz Mumbai shall
stand increased proportionately thereby creating a substantial asset for the Company with an immense development potential.
d) The Company and its afliates have invested 6,382,586,848 for 32.75% equity stake in Unitech Wireless Companies (i.e. direct equity
holding of 6.76% and indirect equity holding through economic interest of 25.99% nanced by way of compulsorily convertible debentures
which entitles right to acquire the equity shares of afliate companies) by undertaking the long-term debts/obligations. Further, the Company
(including its subsidiaries/afliates/nominees) has a contractual investment obligation in future of 9,239,467,835 in an afliate Company
holding stake in Unitech Wireless Companies.
As on the reporting date, Unitech Wireless Companies are not carrying any telecom operation business pursuant to the cancellation of
their telecom licenses by the Honble Supreme Court of India and non-participation by these companies in the recent spectrum auctions
of the Department of Telecommunications (DoT). Further, post cancellation of telecom licences issued to Unitech Wireless companies, the
Company has executed the settlement and mutual release agreement with Telenor Asia Pte Ltd. on 10th October, 2012 which provides for
transfer of entire 32.75% stake in Unitech Wireless Companies to Telenor nominated entity for a nominal amount and withdrawal of all
disputes between the parties, on fulllment of certain conditions which are yet to be fullled on the reporting date. Accordingly, Telenor
will withdraw the aforesaid indemnity claim on fulllment of these conditions, and in case these conditions are not met, the settlement
and mutual release agreement will get terminated and all rights and obligations of the parties will be restored to the situation before the
said agreement.
In view of the above fact, the Company has created a provision for diminution in the value of its direct investment of 345,000,000 and
through its subsidiary as its indirect investment of 455,645,000 in Unitech Wireless Companies considering it to be other than temporary
46 a) Investment in shares of subsidiaries/ultimate subsidiaries amounting to 33,270,600 (Previous year 33,270,600 ) are pledged as securities
against loan taken by the Company and its subsidiary.
b) Investment in shares of joint ventures amounting to 72,750,000 (Previous year 72,750,000) pledged as securities against loan taken by the
Company and its joint venture.
c) Investment of subsidiaries consolidated above, in the shares of their joint ventures amounting to 780,737,210/-(Previous year NIL) are
pledged as securities against loan taken by the Company.
d) Investment of the subsidiary consolidated above, in the shares of their associate amounting to 245,000/-(Previous year NIL) is pledged as
security against loan taken by the Company.
e) Investment of subsidiaries consolidated above, in the shares of their joint ventures amounting to 655,603,990/-(Previous year NIL) are
pledged as securities against loan taken by the said joint ventures.
f) Investment of the subsidiary consolidated above, in the shares of its subsidiary amounting to 44,381,475/-(Previous year NIL) is pledged as
security against loan taken by its subsidiary.
48 a) Unitech Vizag Projects Limited (UVPL), a subsidiary of Unitech Limited, is undertaking an Integrated Vizag Knowledge City with APIIC at Vizag
for which money has been advanced by the holding Company i.e. Unitech Limited. The Company got the letter from APIIC for rescinding the
development agreement against which petition has been led under section 9 of The Arbitration and Conciliation Act 1996 in The court of the
Honble II Additional Chief Judge, City Civil Court at Hyderabad to stay the operation of the said letter and restraining the APIIC from creating
any third party rights with regard to project or project land. The Company and UVPL have already invoked the arbitration clause and appointed
an arbitrator by their letters dated 27th May2011. APIIC is yet to nominate its arbitrator. After considering the circumstances and legal advice
obtained by the management, the Company is condent that this will not adversely affect the Companys investment and accordingly no provision
has been considered necessary.
b) The Company was awarded a project for development of amusement cum theme park in Chandigarh by Chandigarh administration. The said
development agreement was unilaterally and illegally terminated by the Chandigarh administration. The Company led a writ petition before
Honble High Court of Punjab & Haryana challenging the termination of development agreement. The matter was referred for arbitration and
the hearing is going on. The Company is condent that it will recover the amount invested in the project and accordingly no provision has been
considered necessary.
49 Advances for purchase of land, projects pending commencement and to joint ventures and collaborators amounting to 9,248,788,996 (previous
year - 16,074,305,962) included under the head short term loans and advances in Note 21 have been given in the normal course of business
to land owning companies, collaborators, projects or for purchase of land. The management of the Company based on the internal assessment
and evaluations considers that these advances, which are in the normal course of business are recoverable/ adjustable and that no provision is
necessary as at Balance Sheet date. Further signicant portion has been adjusted/ recovered during the current nancial year and the management
is condent of recovering/ appropriately adjusting the balance.
(iii) Associates Prot for the year ended March 31, 2013
(Only own share)
Millennium Plaza Ltd. 10,485,604
Unitech Shivalik Realty Ltd. (4,056)
Greenwood Hospitality Private Limited (4,485,661)
Total 5,995,887
51 (a) The Company has certain outstanding delays as at Balance Sheet date with respect to long term loans from banks and term loans from nancial
institutions which are as follows:
The amount with respect to loan from banks of principal and interest respectively for the period 1-90 days is 403,351,854 (previous year-
1,188,774,995) and 83,908,394(previous year- 319,649,882), for 91-180 days is NIL(previous year- 12,430,157) and NIL(previous year-
NIL). Further in respect of term loans from nancial institutions with respect to principal and interest respectively are 496,998,047(previous year-
519,794,201)and 422,199,571 (previous year- 108,346,076) for 1-90 days, 125,073,170 (previous year- 304,679,040)and 45,175,108
(previous year- 140,028,329) for 91-180 days, 146,000,000 (previous year- 146,000,000)and 95,929,579 (previous year- 91,003,756) for
the period 181-364 days and for 365 to 756 days being 365,000,000 (previous year- NIL) and 122,023,463 (previous year- NIL).
(b) The Company has certain outstanding delays as at Balance Sheet date with respect to short term loans from banks which are as follows:
The amount with respect to loan from bank of principal and interest respectively for the period 1-90 days is NIL (previous year- NIL) and
21,502,154 (previous year- NIL).
As per our report of even date For and on behalf of the Board of Directors
For Goel Garg & Co.
Chartered Accountants
FRN: 000397N
Ramesh Chandra Ajay Chandra Sanjay Chandra
(Ashok Kumar Agarwal)
Chairman Managing Director Managing Director
Partner
Membership No.084600
Standalone
Financial
Statements
TO THE MEMBERS OF UNITECH LIMITED and for purchase of land. Although signicant portion has been
adjusted / recovered during the current nancial year, considering
Report on the nancial statements
that the remaining balances as at balance sheet date are outstanding
We have audited the accompanying nancial statements of UNITECH / unadjusted for long periods of time, we are unable to ascertain
LIMITED (the Company), which comprise the Balance Sheet as at whether all of the remaining balances as at balance sheet date are
31st March, 2013, the Statement of Prot and Loss and the Cash Flow fully recoverable. Accordingly, we are unable to ascertain the impact,
Statement for the year then ended and a summary of the signicant if any, that may arise in case any of these remaining advances are
accounting policies and other explanatory information. subsequently determined to be doubtful of recovery.
The Management is responsible for the preparation of these nancial In our opinion and to the best of our information and according to the
statements that give a true and fair view of the nancial position, explanations given to us, except for the possible effects of the matter
nancial performance and cash ows of the Company in accordance described in the Basis for Qualied Opinion paragraph, the aforesaid
with the accounting standards referred to in Section 211(3C) of the nancial statements give the information required by the Act in the
Companies Act, 1956 (the Act). This responsibility includes the manner so required and give a true and fair view in conformity with the
design, implementation and maintenance of internal controls relevant accounting principles generally accepted in India:
to the preparation and presentation of the nancial statements that (a) in the case of the Balance Sheet, of the state of affairs of the
give a true and fair view and are free from material misstatements, Company as at 31st March, 2013;
whether due to fraud or error.
(b) in the case of the Statement of Prot and Loss, of the prot of
the Company for the year ended on that date and
AUDITORS RESPONSIBILITY (c) in the case of the Cash Flow Statement, of the cash ows of
Our responsibility is to express an opinion on these nancial the Company for the year ended on that date.
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with EMPHASIS OF MATTER
the ethical requirements and plan and perform the audit to obtain (i) We draw attention to Note 47 to the nancial statements,
reasonable assurance about whether the nancial statements are wherein no adjustments have been considered necessary
free from material misstatements. for recoverability of balance of short term loans aggregating
An audit involves performing procedures to obtain audit evidence to 3,674,531,405 (previous year 3,013,863,597) and
about the amounts and the disclosures in the nancial statements. investments in share capital/projects aggregating to
The procedures selected depend on the auditors judgment, including 273,980,098 (Previous year 270,079,306) as the matters
the assessment of the risks of material misstatement of the nancial are sub-judice and the impact, if any, is unascertainable at this
statements, whether due to fraud or error. In making those risk stage. Our opinion is not qualied in respect of this matter;
assessments, the auditor considers internal controls relevant to the (ii) We draw attention to Note 49 to the nancial statements, in
Companys preparation and fair presentation of the nancial statements respect of investment in Unitech wireless companies, related
in order to design audit procedures that are appropriate in the settlement and future contractual investment obligation. As
circumstances. An audit also includes evaluating the appropriateness explained to us, the management is not currently in a position
of the accounting policies used and the reasonableness of the to ascertain how and in which group Company the aforesaid
accounting estimates made by the Management, as well as evaluating obligation is likely to devolve and thus, the consequent impact,
the overall presentation of the nancial statements. We believe that if any, on the nancial statements in future of the Company or
the audit evidence we have obtained is sufcient and appropriate to subsidiaries / afliates / nominees as the case may be, is
provide a basis for our qualied audit opinion. currently not ascertainable. Further, in the event of settlement
not going through between the Company and Telenor Asia
Pte. Ltd. as explained in note 49 to nancial statements, the
BASIS FOR QUALIFIED OPINION impact, if any, on the nancial statements is also currently not
ascertainable. Our opinion is not qualied in respect of this
Reference is invited to Note 48 to the nancial statements according to
matter.
which an amount of 9,248,788,996 (previous year 16,074,305,962)
is outstanding in respect of advances for purchase of land, projects
pending commencement, joint ventures and collaborators which,
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
as represented by the management, have been given in the normal
course of business to land owning companies, collaborators, projects 1. As required by the Companies (Auditors Report) Order, 2003
(the Order) issued by the Central Government in terms (e) On the basis of the written representations received
of Section 227(4A) of the Act, we give in the Annexure a from the directors as on 31st March, 2013 and taken on
statement on the matters specied in paragraphs 4 and 5 of record by the Board of Directors, none of the directors
the Order. is disqualied as on 31st March, 2013 from being
appointed as a director in terms of Section 274(1)(g) of
2. As required by Section 227(3) of the Act, we report that:
the Act.
(a) We have obtained all the information and explanations
(f) Since the Central Government has neither issued any
which to the best of our knowledge and belief were
notication as to the rate at which the cess is to be paid
necessary for the purposes of our audit.
under Section 441A of the Act nor has it issued any
(b) In our opinion proper books of account as required Rules under the said Section prescribing the manner
by law have been kept by the Company so far as it in which such cess is to be paid, no cess is due and
appears from our examination of those books and payable by the Company.
proper returns adequate for the purposes of our audit
have been received from the branches not visited by For Goel Garg & Co.
us. Chartered Accountants
(Firm Registration No. 000397 N)
(c) The Balance Sheet, the Statement of Prot and Loss
and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account and with
the returns received from the branches not visited by
(Ashok Kumar Agarwal)
us.
Partner
(d) In our opinion, the Balance Sheet, the Statement of (Membership No. 084600)
Prot and Loss and the Cash Flow Statement comply
with the Accounting Standards referred to in Section Place: Gurgaon
211(3C) of the Act. Dated: 30th May, 2013
ANNEXURE TO THE AUDITORS REPORT (iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
(Referred to in paragraph 1 of report on other legal and regulatory
commensurate with the size of the Company and nature of its
requirements of the auditors report of even date to the members of
business with regard to purchases of inventory, xed assets and
Unitech Limited on the nancial statements for the year ended 31st
for the sale of goods and services. During the course of our audit,
March, 2013)
we have not observed any continuing failure to correct major
In terms of information and explanations given to us and the books weaknesses in internal control system of the Company.
and records examined by us, we report that:
(v) (a) According to the information and explanations given to us,
(i) In respect of its xed assets: we are of the opinion that the particulars of all contracts
or arrangements that need to be entered into the register
(a) The Company has maintained proper records showing full
maintained under Section 301 of the Act, have been so
particulars including quantitative details and situation of
entered.
xed assets.
(b) None of the transactions made in pursuance of such
(b) The xed assets are physically veried by the management
contracts or arrangements exceed the value of Rupees ve
according to a phased programme designed to cover all the
items over a period of three years which in our opinion is lakh in respect of any one such party in the nancial year.
reasonable having regard to the size of the Company and the (vi) In our opinion and according to the information and explanations
nature of its assets. Pursuant to this programme, certain given to us, the Company has generally complied with the
xed assets were physically veried by the management provisions of Sections 58-A & 58-AA and other relevant
during the year and as informed, discrepancies identied provisions of the Act and the Companies (Acceptance of
on such verication have been properly dealt with in the Deposits) Rules, 1975 with regard to the deposits accepted from
books of account. the public. However, the mandatory investments fell short of
(c) Fixed assets disposed off during the year were not substantial the prescribed requirement as per Rule 3A of The Companies
and therefore, do not affect the going concern assumption. (Acceptance of Deposit) Rules, 1975 during the year and there
were some delays during the year in repayment of matured and
(ii) In respect of its inventories: claimed xed deposits accepted under section 58 A of the Act.
(a) The inventories have been physical veried during the However, as per information and explanations given to us, the
year by the management. In our opinion, the frequency of Company has adhered to the prescribed requirements as per
verication is reasonable. Rule 3A, with respect to mandatory investments during the year,
by 31st December, 2012. Further, there was no outstanding
(b) In our opinion and according to the information and delay in repayment of deposits matured and claimed after 31st
explanations given to us, the procedures of physical December, 2012.
verication of inventories followed by the management
are reasonable and adequate in relation to the size of the Further, according to the information and explanations given
Company and the nature of its business. to us, no order has been passed by the Company Law Board
or National Company Law Tribunal or Reserve Bank of India or
(c) In our opinion, the Company is maintaining proper records any court or any other Tribunal, on the Company with respect to
of inventory. The discrepancies noticed on physical deposits accepted.
verication of inventory as compared to the book records
were not material. (vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(iii) The Company has not granted any loans secured or unsecured
to companies, rms or the other parties covered in the register (viii) We have broadly reviewed the books of account maintained
maintained under section 301 of the Act. Therefore, the provisions by the Company pursuant to the rules made by the central
of paragraph 4(iii)(b), (c) & (d) are not applicable. During the year government for the maintenance of cost records under section
the Company has taken unsecured loan from three companies 209(1)(d) of the Companies Act 1956 and are of the opinion
covered in the register maintained under section 301 of the that prima facie, the prescribed accounts and records have been
Companies Act, 1956. The maximum amount involved during made and maintained. We have, however not made a detailed
the year was 769,125,072 and the year end balance of loan examination of the records with a view to determine whether they
taken was 329,103,497. In our opinion, the rate of interest and are accurate or complete.
other terms and conditions on which loans have been taken from
(ix) In our opinion and according to the information and explanations
companies, listed in the register maintained under section 301
given to us in respect of statutory dues:
of the Companies Act, 1956 are not prima facie, prejudicial to
the interest of the Company. Further, the Company is regular (a) Undisputed statutory dues including provident fund,
in repaying the principal amounts as stipulated and has been investor education and protection fund, employees state
regular in the payment of interest. insurance, sales tax, wealth tax, custom duty, excise duty,
cess have been regularly deposited with the appropriate (xv) The Company has given corporate guarantees for loans taken
authorities. However, income tax and service tax dues have by its subsidiaries and associates from banks and nancial
not generally been regularly deposited with the appropriate institutions. The terms and other conditions, in our opinion,
authorities though the delays in deposit have not been are not prima facie prejudicial to the interest of the Company
serious. considering Companys economic interest in such entities.
(b) According to the information and explanations given to us, (xvi) In our opinion and according to the information and explanations
no undisputed amounts payable in respect of provident given to us, the term loans raised during the year by the Company
fund, investor education and protection fund, employees have been generally applied for the purpose for which the said
state insurance, income-tax, wealth-tax, service tax, sales- loans were obtained and for overall project related activity in
tax, customs duty, excise duty, cess and other undisputed general.
statutory dues were outstanding, at the year end, for a
period of more than six months from the date they became (xvii) According to the information and explanations given to us and
payable. on an overall examination of Balance Sheet of the Company, we
report that no funds raised on short term basis have been used
(c) The following dues have not been deposited by the
for long term investment.
Company on account of disputes, since the appeals are
pending before the relevant authorities: (xviii) During the year, the Company has not made any preferential
Name of the Statute Nature of dues Financial year Amount ( ) Forum where dispute is pending
Income Tax Act, 1961 Income tax matter under dispute 2004-05 7,363,246 Commissioner of Income Tax (appeals)
Income Tax Act, 1961 Income tax matter under dispute 2007-08 140,069,833 Income tax appellate tribunal
The Finance Act, 1994 Service tax demand 01-12-2005 8,554,085 Commissioner, Central Excise (Adj.) New Delhi
(service Tax) to 31-07-2007 and Honble Delhi High Court, Delhi
Income Tax Act, 1961 Income tax matter under dispute 2008-09 9,875,410,334 Commissioner of Income Tax (appeals)
(also refer note 40(I)(d) to the nancial statements)
(xi) On the basis of audit procedures performed by us and according (xix) According to information and explanations given to us, during the
to the information, explanation and representations given to year covered by our audit report, the Company has not issued
us by the management, the matured debentures which were any debentures.
outstanding as at previous balance sheet date and as also (xx) The Company has not raised any money by way of public Issue
mentioned in our report of previous nancial year, have been during the year.
duly rescheduled and restructured during the year. Further,
the Company has outstanding delays as at balance sheet (xxi) According to the information and explanations given to us, no
date in repayment of dues (including interest) to banks and fraud on or by the Company has been noticed or reported during
nancial institutions of amounts given and as explained in the course of our audit.
note 4 to the nancial statements. The Company also has
outstanding delays as at balance sheet date in repayment of
dues (including interest) to debenture holders aggregating to
218,941,289 and delays ranging from 1 day to 351 days. For Goel Garg & Co.,
(xii) The Company has not granted any loans and advances on the Chartered Accountants
basis of security by way of pledge of shares, debentures and FRN : 000397N
other securities. Accordingly Paragraph 4 (xii) of the Order is not
applicable.
(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual (Ashok Kumar Agarwal)
Benet Fund / Society. Accordingly, paragraph 4 (xiii) of the Partner
Order, is not applicable.
Membership Number : 084600
(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, paragraph 4 Place: Gurgaon
(xiv) of the Order is not applicable. Dated: 30th May, 2013
Non-current liabilities
Long-term borrowings 4 14,685,126,405 12,718,795,071
Other long term liabilities 5 4,936,642,813 6,722,656,887
Long-term provisions 6 187,163,321 164,901,408
19,808,932,539 19,606,353,366
Current liabilities
Short-term borrowings 7 10,411,924,095 12,439,683,335
Trade payables 8 7,461,941,475 3,658,811,518
Other current liabilities 9 33,781,618,390 34,640,774,723
Short-term provisions 10 36,901,405 1,069,686,882
51,692,385,365 51,808,956,458
Total 169,410,795,307 167,805,183,301
ASSETS
Non-current assets
Fixed assets
Tangible assets 11 666,858,995 636,543,000
Capital work-in-progress 273,580,285 180,338,662
Intangible assets under development 82,549,113 69,386,294
Non-current investments 12 28,580,549,330 24,248,095,099
Deferred tax assets (net) 13 308,388,166 42,038,236
Long-term loans and advances 14 1,162,629,155 1,021,496,066
31,074,555,044 26,197,897,357
Current assets
Current investments 15 202,505,631 -
Inventories 16 11,318,107,675 11,702,002,319
Trade receivables 17 12,386,609,779 16,225,710,391
Cash and bank balances 18 1,603,990,459 1,581,002,065
Short-term loans and advances 19 72,824,458,123 83,424,675,216
Other current assets 20 40,000,568,596 28,673,895,953
138,336,240,263 141,607,285,944
Total 169,410,795,307 167,805,183,301
Signicant accounting policies 1 (0) 0.14
INCOME
Revenue from operations 21 10,530,914,783 12,879,110,611
Other income 22 4,733,522,344 4,886,803,970
Total revenue 15,264,437,127 17,765,914,581
EXPENSES
Changes in inventories of nished properties,land, land development rights and 23 41,186,999 24,544,467
work in progress
Job and construction expenses 24 23,647,933 14,723,895
Real estate project expenditure 25 7,147,780,466 8,272,307,491
Employee benets expense 26 1,400,231,747 1,285,167,969
Borrowing costs 27 3,043,866,158 2,799,351,237
Depreciation and amortization expense 28 55,977,216 67,759,639
Other expenses 29 887,819,498 709,390,175
Total expenses 12,600,510,017 13,173,244,873
31.03.2013 31.03.2012
All assets and liabilities have been classied as current or non- VII. LEASE ACCOUNTING
current, wherever applicable as per the operating cycle of the Finance leases, which effectively transfer to the Company
Company as per the guidance note as set out in the Revised substantially all the risks and benets incidental to ownership
Schedule VI to the Companies Act, 1956. of the leased asset, are capitalized at the lower of the fair
III. USE OF ESTIMATES value and present value of the minimum lease payments at
the inception of the lease term and disclosed as leased assets.
The preparation of nancial statements in conformity with Lease payments are apportioned between the nance charges
generally accepted accounting principles require management and reduction of the lease liability based on the implicit rate of
to make estimates and assumptions that affect the reported return. Finance charges are recognized as borrowing costs in the
amounts of assets and liabilities and disclosure of contingent Statement of Prot and Loss.
liabilities at the date of the nancial statements and the result
of operations during the reporting period. Although these Leases where the lessor effectively retains substantially all the
estimates are based upon managements best knowledge risks and benets of ownership of the leased term, are classied
of current events and actions, actual results could differ from as operating leases. Operating lease payments are recognized
these estimates. Signicant estimates used by the management as an expense in the Statement of Prot and Loss on a straight-
in the preparation of these nancial statements include project line basis over the lease term unless there is a more systematic
revenue, project cost, saleable area, economic useful lives basis which is more representative of the time pattern of the
of xed assets, accrual of allowance for bad and doubtful lease expenses.
receivables, loans and advances and current and deferred taxes. VIII. INVESTMENTS
Any revision to accounting estimates is recognized prospectively
Long term investments are stated at cost. However, provision
in accordance with applicable Accounting Standards.
for diminution is made to recognise any decline, other than
IV. FIXED ASSETS AND DEPRECIATION temporary, in the value of long term investments.
Fixed assets are stated at cost (gross block) less accumulated Current investments are stated at the lower of cost and fair
depreciation and impairment losses, if any. Cost comprises, the value.
purchase price and any attributable cost of bringing the asset to
IX. INVENTORIES
its working condition for its intended use. It excludes refundable
taxes. Borrowing costs relating to acquisition of xed assets a) The cost of inventories comprises all cost of purchase,
which take substantial period of time to get ready for its intended cost of conversion and other costs incurred in bringing
use are also included to the extent they relate to the period till the inventories to their present location and condition.
such assets are ready to be put to use. Depreciation on xed Inventories are valued at cost or net realizable value,
assets is provided at the rates and in the manner prescribed whichever is lower on the basis of rst in rst out method.
in Schedule XIV of the Companies Act, 1956 on straight-line
b) Finished stock of completed real estate projects, land and
method. These rates in the opinion of the management reect
land development rights are valued at lower of cost or net
the economic useful life of the assets.
realizable value on the basis of actual identied units.
Fixtures and lease hold improvements installed in leased
X. PROJECTS IN PROGRESS
buildings are amortized over the initial period of lease.
Project in progress disclosed as at reporting date in respect of
V. INTANGIBLES AND AMORTIZATION
real estate development and related activities includes aggregate
Intangible assets are recognized when it is probable that future amount of costs and recognized prot (less recognized losses)
economic benets that are attributable to asset will ow to the up to the reporting date less advances received from customers.
Company and the cost of the asset can be measured reliably.
Project Costs include cost of land, land development rights,
Intangible assets (acquired or developed in house) are measured construction costs, job work, allocated borrowing costs and
other incidental costs that are attributable to project and such already commenced but where revenue is being
other costs as are specically chargeable to the customer. recognized for the rst time on or after April 1, 2012.
XI. BORROWING COST Revenue from real estate projects is recognized when all
signicant risks & rewards of ownership by way of a legally
Borrowing cost relating to acquisition/construction development
enforceable agreement to sale have been transferred
of qualifying assets of the Company are capitalized until the
to the buyer & subject to the satisfaction of contractual
time all substantial activities necessary to prepare the qualifying
conditions mentioned herein after which signify
assets for their intended use are complete. A qualifying asset is
transferring of signicant risks & rewards even though the
one that necessarily takes substantial period of time to get ready
legal title may not be transferred or the possession of the
for its intended use/sale. Borrowing cost that are attributable to
real estate may not be given to the buyer. Consequently,
the projects in progress and qualifying land advances as well as
any act on the real estate project performed by the
any capital work in progress are charged to respective qualifying
Company is, in substance on behalf of the buyer in the
asset . All other borrowing costs, not eligible for inventorisation /
manner similar to a contractor.
capitalization, are charged to revenue.
Accordingly, Revenue on real estate projects is recognized
XII. REVENUE RECOGNITION
on the percentage of completion method. (POC) of
A) Real Estate Projects accounting, when:-
Revenue from real estate under development/sale i. The outcome of the real estate project can be
of developed property is recognized upon transfer of estimated reliably;
all signicant risks and rewards of ownership of such
ii. It is probable that the economic benets associated
real estate/ property, as per the terms of the contracts
with the project will ow to the enterprise;
entered into with buyers, which generally coincides with
the rming of the sales contracts/ agreements, except iii. The project costs to complete the project and the
for contracts where the Company still has obligations stage of project completion at the reporting date can
to perform substantial acts even after the transfer of be measured reliably;
all signicant risks and rewards. Accordingly, revenue is iv. The project costs attributable to the project can be
recognized on the following basis: clearly identied & measured reliably so that actual
a) Real estate projects undertaken up to 31st March, project costs incurred can be compared with prior
2004. estimates.
Revenue is recognized to estimate the prot @ 20% of Further, the Company recognizes revenue on (POC) on
actual receipts and installments fallen due during the completion of the following events:-
year towards booking of plots/constructed properties, i. All critical approvals necessary for commencement of
subject to nal adjustment, on the completion of the the project have been obtained including, wherever
respective project. applicable:- Environmental & other clearances,
b) Real estate projects undertaken on and after 1st April, approval of plans, designs etc., title to land or other
2004. rights of development / construction & change in land
use.
Revenue from real estate projects is recognized on
the percentage of completion method (POC) of ii. The expenditure incurred on construction &
accounting. development is not less than 25% of the construction
and development costs.
Revenue under the POC method is recognized on the
basis of percentage of actual costs incurred including iii. At least, 25% of the saleable project area is secured
construction and development cost of projects under by contracts or agreements with buyers.
execution and proportionate land subject to such actual iv. At least, 10% of the total revenue as per the
cost incurred being twenty percent or more of the total agreements of sale or any other legally enforceable
estimated cost of projects. document are realized at the reporting date in respect
The stage of completion under the POC method is of each of the contracts & it is reasonable to expect
measured on the basis of percentage that actual costs that the parties to such contracts will comply with the
incurred on real estate projects including construction payment terms as dened in the contracts.
and development cost and proportionate land bears to When it is probable that total costs will exceed total
the total estimated cost of the project. The estimates project revenue, the expected loss is recognized as an
including those of technical nature in respect of the expense immediately.
projected revenues, projected prots, projected costs,
cost of completion and the foreseeable loss are reviewed B) Construction contracts
periodically by the management and any effect of changes a) In construction contracts, income is recognized on
in estimates is recognized in the period such changes are percentage of completion method. The stage of
determined. Revenue is recognized by reference to the completion under the POC method is measured on
stage of completion as explained above attributed to the the basis of percentage that actual costs incurred on
work completed during the year. construction contracts to the total estimated cost of
the contract.
c) Real estate projects which have commenced on or
after April 1, 2012 and also to projects which have b) Revenue on account of contract variations, claims and
incentives are recognized upon settlement or when it reported during the period or previous periods in so far they
becomes reasonably certain that such variations, relate to the acquisition of depreciable capital asset is added to
claims and incentives are both measurable and or deducted from the cost of assets.
recoverable.
The nancial statement of an integral operation is translated
C) Sale of land and land development rights using the above principle and procedures. In translating the
nancial statement of a non-integral foreign operation for
Revenue from sale of land and development rights is
incorporation in its nancial statement, the following principles
recognized upon transfer of all signicant risks and
and procedures are followed:
rewards of ownership of such real estate/ property, as
per the terms of the contracts entered into with buyers, (a) The assets and liabilities, both monetary and non-
which generally coincides with the rming of the sales monetary, of the non-integral foreign operation are
contracts/ agreements. translated at the closing rate.
D) Sale of investment (b) Income and expense items of the non-integral foreign
operation are translated at exchange rates at the date of
Net sale proceeds of the investments held in subsidiaries,
the transactions.
joint ventures and associates developing real estate
projects are included in real estate revenue and is (c) All resulting exchange differences are accumulated in a
recognized on completion of sale of such investment. foreign currency translation reserve until the disposal of
the net investment.
E) Revenue from lease rentals and related income
XIV. TAXES ON INCOME
Lease income is recognized in the Statement of Prot
and Loss on straight line basis over the lease term Tax expense comprises both current and deferred tax.
unless there is another systematic basis which is more Current tax is measured at the amount expected to be paid to
representative of the time pattern of the lease. Revenue the tax authorities, using the applicable tax rates and tax laws
from lease rental is disclosed net of indirect taxes, if any. that are enacted or substantially enacted.
F) Consultancy income Deferred tax is recognized on timing differences, being the
Consultancy income is recognized on accrual basis based differences between the taxable income and the accounting
on contractual terms on the performance of such services. income that originate in one period and are capable of reversal
Revenue is recognized proportionately by reference to the in one or more subsequent periods. Deferred tax assets, subject
performance of acts dened contractually. The revenue to consideration of prudence, are recognized and carried
recognized is determined on the basis of contract value, forward only to the extent that there is a reasonable certainty
associated costs, number of acts or other suitable basis. that sufcient future taxable income will be available against
which such deferred tax assets can be realized. The tax effect
G) Interest income
is calculated on the accumulated timing difference at the year-
Interest income is recognized only when no signicant end based on the tax rates and laws enacted or substantially
uncertainty as to measurability or collectability exists. enacted on the Balance Sheet date. In situations where the
Income is recognized on a time proportion basis taking into Company has unabsorbed depreciation or carry forward tax
account the amount outstanding and the rate applicable. losses, all deferred tax assets are recognized only if there is
H) Dividend Income virtual certainty supported by convincing evidence that they can
be realized against future taxable prots. At each Balance Sheet
Dividend income is recognized when the right to receive date the Company re-assesses unrecognized deferred tax assets.
the same is established. It recognizes unrecognized deferred tax assets to the extent that
XIII. FOREIGN CURRENCY TRANSACTIONS it has become reasonably certain or virtually certain, as the case
may be, that sufcient future taxable income will be available
A foreign currency transaction is recorded, on initial recognition against which such deferred tax assets can be realized.
in the reporting currency, by applying to the foreign currency
amount the exchange rate between the reporting currency and XV. EMPLOYEE BENEFITS
the foreign currency at the date of the transaction. A. Short term employee benets:
Monetary items denominated in a foreign currency are reported The Company recognizes the undiscounted amount
using the closing rate or at the amount which is likely to be of short term employee benets expected to be paid in
realized from, or required to disburse such items at the Balance exchange for services rendered by employees as
Sheet date as the situation demands.
(i) a liability (accrued expense) after deducting any
Non-monetary items carried in term of historical cost amount already paid. Excess of amounts paid over
denominated in foreign currency, are reported using exchange liability incurred is treated as prepaid expenses; or
rate at the date of transaction.
(ii) an expense unless it is eligible to be charged to project
Exchange differences arising on the settlement of monetary items in progress or capital work in progress or xed asset
or on reporting an enterprises monetary items at rates different as the case may be.
from those at which they were initially recorded during the period,
B. Post-employment benets:
or reported in previous nancial statements, should be recognized
as income or as expenses in the period in which they arise. (i) Dened contribution plans
Exchange differences arising on reporting of long term monetary The Company, as per detail hereunder, operates
assets at rates different from those at which they were initially dened contribution plans pertaining to employees
state insurance scheme, government administered b) a probable outow of resources embodying economic
pension fund scheme and superannuation scheme benets will be required to settle the obligation; and
for eligible employees.
c) the amount of the obligation can be reliably estimated.
The above dened contribution plans are post-
Reimbursement expected in respect of expenditure required to
employment benet plans under which the Company pays
settle a provision is recognized only when it is virtually certain
xed contributions into separate entities (funds) or to
that the reimbursement will be received.
nancial institutions or state managed benet schemes.
The Companys contribution to dened contribution plans Contingent liability is disclosed in the case of:
are recognized in the Statement of Prot and Loss in the a) a present obligation arising from a past event, when it
nancial year to which they relate. is not probable that an outow of resources embodying
(a) Employees state insurance/ pension fund scheme: economic benets will be required to settle the obligation;
The Company makes specied monthly contribution b) a possible obligation, that arises out of past events and
towards employees state insurance scheme and the existence of which will be conrmed only by one or
government administrated pension fund scheme more uncertain future events unless the probability of
(b) Superannuation insurance plan: outow of resources is remote.
The Company has taken group superannuation Contingent assets are neither recognized nor disclosed.
policy with Life Insurance Corporation of India for However, when realization of income is virtually certain, related
superannuation payable to the eligible employees. asset is recognized.
The cost of providing benets i.e. gratuity and leave Cash and cash equivalents for the purposes of cash ow
encashment is determined using the projected unit credit statement comprise cash at bank and in hand and short-term
method, with actuarial valuations carried out annually as investments with an original maturity of three months or less.
at the Balance Sheet date. Actuarial gains and losses are Cash ow statement is prepared using the indirect method.
recognized immediately in the Statement of Prot and XVIII. EARNINGS PER SHARE
Loss. The fair value of the plan assets is reduced from
the gross obligation under the dened benet plan, to Basic earnings per share is calculated by dividing the net prot
recognize the obligation on net basis. Past service cost or loss for the period attributable to equity shareholders by the
is recognized as expense on a straight-line basis over the weighted average number of equity shares outstanding during
average period until the benets become vested. the period. The weighted average numbers of equity shares
outstanding during the period are adjusted for events of bonus
Provident fund contributions are made to the Companys issue, a share split and share warrants conversion.
provident fund trust. Decits, if any, based on the actuarial
valuation performed on Balance Sheet date between the Diluted earnings per share is calculated by adjusting net prot
funds and estimated statutory or contractual obligation in or loss for the period attributable to equity shareholders and the
this regard is recognized as additional liability. weighted number of shares outstanding during the period for the
effect of all dilutive potential equity shares.
XVI. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT
ASSETS Further where the Statement of Prot and Loss includes
extraordinary items (within the meaning of AS 5, net prot and
Provisions are recognized in respect of liabilities which can be loss for the period, prior period items and changes in accounting
measured only by using a substantial degree of estimates when policies), the Company discloses basic and diluted earnings per
a) the Company has a present obligation as a result of a past share computed on the basis of earnings excluding extraordinary
event; items (net of tax expenses).
Authorised
4,000,000,000 (4,000,000,000)Equity shares of 2 each 8,000,000,000 8,000,000,000
200,000,000 (200,000,000) Preference shares of 10 each 2,000,000,000 2,000,000,000
10,000,000,000 10,000,000,000
Issued, subscribed and fully paid-up
2,616,301,047 (2,616,301,047) Equity shares of 2 each 5,232,602,094 5,232,602,094
Total 5,232,602,094 5,232,602,094
Reconciliation of the paid up shares outstanding at the beginning and end of the reporting year
31.03.2013 31.03.2012
Number Number
At the beginning of the year 2,616,301,047 5,232,602,094 2,616,301,047 5,232,602,094
Add : Issued during the year - - - -
Outstanding at the end of the year 2,616,301,047 5,232,602,094 2,616,301,047 5,232,602,094
The total issued share capital comprises equity shares only, having face value of 2.00 per share, ranked pari passu in all respects including voting
rights and entitlement to dividend.
Detail of shareholder holding more than 5% shares
Name of shareholder 31.03.2013 31.03.2012
Number % held Number % held
Prakausali Investments (India) Pvt. Ltd. 563,679,623 21.54% 563,679,623 21.54%
Harsil Projects Private Limited 227,501,000 8.70% 227,501,000 8.70%
HSBC Global Investment Funds A/c HSBC Global Investment Funds 155,640,753 5.95% 182,190,342 6.96%
Mauritius Limited
Aggregate number and class of shares allotted as bonus shares during the period of ve years
31.03.2013 31.03.2012
Number of equity shares allotted as fully paid-up bonus shares by capitalisation of free reserves in Nil 811,687,500
September, 2007.
General Reserve
As per last nancial statements 3,600,000,000 3,600,000,000
Closing balance 3,600,000,000 3,600,000,000
Secured
Debentures (refer note 9) 390,000,000 - 1,940,014,496 -
Term loan
from banks 2,588,843,924 5,414,219,071 1,556,720,002 4,089,807,098
from nancial institutions 4,790,892,873 5,024,675,599 9,325,364,678 5,348,376,910
Finance lease obligations 14,449,504 972,574 31,788,119 1,070,063
7,784,186,301 10,439,867,244 12,853,887,295 9,439,254,071
Unsecured
Finance lease obligations 3,909,511 - 7,907,110 -
Deposits 3,128,228,000 2,161,085,000 1,823,332,000 3,279,541,000
3,132,137,511 2,161,085,000 1,831,239,110 3,279,541,000
Amount outstanding Interest rate Security and guarantee details Repayment terms
31.03.2013 31.03.2012
a) Debentures
Non - 2,330,014,496 2,666,601,964 12.00% Secured by way of registered mortgage of 90 units of 1,000,000
Convertible certain land of the Company and equitable each redeemable
Debentures* mortgage of certain lands of the Company / in eighteen monthly
(for previous certain subsidiary companies. Further, the Non installments of
year refer note convertible debentures has been guaranteed by 5,000,000 each starting
9) personal guarantee of the Managing Director of from15.04.2012 to
the Company (refer Note 9) 15.09.2013 and 660
units of 1,000,000 each
redeemable in eleven
monthly installments
of 60,000,000 each
from 15.10.2013 to
15.08.2014. 15000000
units of 100 each
redeemable in twenty
ve monthly installments
of 60,000,000 each
from 15.09.2014 to
15.09.2016. 120 units
of 1,000,000 each
redeemable in two
monthly installments
of 60,000,000 each
from 15.10.2016 to
15.11.2016 and 20
units of 1,000,000
each as last installment
of 20,014,496 on
15.12.2016
Contd. Amount outstanding Interest rate Security and guarantee details Repayment terms
31.03.2013 31.03.2012
Contd. Amount outstanding Interest rate Security and guarantee details Repayment terms
31.03.2013 31.03.2012
Term loan - 24,792,626 11.75%-14.75% Secured by way of equitable mortgage Sixty eight equal
of certain land of the collaborator and monthly installments of
hypothecation of specic project receivables. 6,617,647 starting from
Further, the loan has been guaranteed by 29.09.2006.
corporate guarantee given by subsidiary
Company and personal guarantee of the
Chairman and Managing Directors of the
Company.
Term loan - 150,000,000 15.75%-17.50% Secured by way of equitable mortgage Eight equal quarterly
of certain land of the Company / certain installments of
subsidiary Company and hypothecation of 75,000,000 starting
specic project receivables. Further, the loan from 10.07.2010.
has been guaranteed by personal guarantee of
the Chairman and Managing Directors of the
Company.
Term loan 250,000,000 - 13.75% Secured by way of equitable mortgage of Eight equal quarterly
certain land of the Company / subsidiary installments of
Company and hypothecation of specic 62,500,000 starting
project receivables. Further, the loan has been from 30.06.2014.
guaranteed by corporate guarantee given by
subsidiary Company .
c) Term loan from nancial institutions
Term loan 854,902,070 1,063,628,833 14.25%-15.50% Secured by way of equitable mortgage Seventeen quarterly
of certain land of the Company / certain installments
subsidiary companies and hypothecation of - One installment
certain projects receivables. Further, the loan of 46,970,086,
has been guaranteed by personal guarantee of fteen installments
the Chairman and Managing Directors of the of 71,200,000 and
Company and secured by pledge of shares of last installment of
the Company held by promoters. 72,000,000 starting
from 30.06.2011
Term loan 491,138,187 652,872,000 14.50%-15.75% Secured by way of equitable mortgage Sixteen quarterly
of certain land of the Company / certain installments
subsidiary companies and hypothecation of - One installment
certain projects receivables. Further, the loan of 51,421,101 and
has been guaranteed by personal guarantee of fteen installments of
the Chairman and Managing Directors of the 54,700,000 starting
Company and secured by pledge of shares of from 30.06.2011
the Company held by promoters.
Term loan 1,258,149,543 1,308,507,035 15.50% Secured by way of equitable mortgage of Forty two monthly
certain land of the Company / subsidiary installments - two
Company and hypothecation of certain monthly Installments of
projects receivables. Further, the loan has 25,000,000 starting
been guaranteed by personal guarantee of from 31.03.2013 and
the Chairman and Managing Director of the forty monthly installments
Company and secured by pledge of shares of of 32,500,000
the Company held by promoters.
Term loan 1,591,114,678 1,580,297,874 14.50% Secured by way of equitable mortgage Eleven quarterly
of certain land of the Company / certain installments -one
subsidiary companies / collaborators and quarterly installment of
certain projects receivables. Further, the loan 100,000,000 and ten
has been guaranteed by personal guarantee quarterly installments of
of the Chairman and Managing Director of the 150,000,000 starting
Company and secured by pledge of shares of from 31.08.2014.
the Company held by promoters.
Contd. Amount outstanding Interest rate Security and guarantee details Repayment terms
31.03.2013 31.03.2012
Term loan - 230,000,000 14.00% Secured by way of equitable mortgage Seven quarterly
of certain land of the certain subsidiary installments - six
companies and hypothecation of certain quarterly installments
receivables. Further, loan has been secured of 250,000,000 and
by pledge of shares of the Company held by last installment of
promoters. 230,000,000 starting
from 15.06.2010
Term loan - 553,310,867 14.00%-16.50% Secured by way of equitable mortgage Twenty monthly
of certain land of the Company / certain installments of
subsidiary companies. Further, the loan has 40,000,000 and
been guaranteed by corporate guarantee given last installment of
by certain subsidiary companies and personal 33,333,333
guarantee of Managing Directors of the
Company and secured by pledge of shares of
the Company held by promoters.
Term loan 850,000,000 - 16.50% Secured by way of equitable mortgage Twenty ve monthly
of certain land of the Company / certain installments of
subsidiary companies. Further, the loan has 40,000,000 starting
been guaranteed by corporate guarantee given from 15.02.2014.
by certain subsidiary companies and personal
guarantee of Managing Directors of the
Company and secured by pledge of shares of
the Company held by promoters.
Term loan 1,308,000,000 1,235,000,000 12.76% Secured by way of pari-passu charge on certain Twenty two quarterly
land of the subsidiary Company. Further, installments - twenty one
the loan has been guaranteed by personal quarterly installments
guarantee of the Chairman and Managing of 73,000,000 and
Directors of the Company. last installment of
67,000,000 starting
from 07.03.2010.
Term loan - 359,999,997 13.75%-14.15% Secured by way of equitable mortgage of Twelve equal quarterly
certain land of the Company / subsidiary installments of
companies. 166,666,667 starting
from 31.10.2009.
Term loan 104,166,674 729,166,670 13.50%-15.40% Secured by way of equitable mortgage Twenty four monthly
of certain land of the Company / certain installments of
subsidiary companies and hypothecation of the 52,083,333 starting
specic project receivables. Further, the loan from 31.03.2011.
has been guaranteed by corporate guarantee
given by certain subsidiary companies along
with personal guarantee of Chairman and
Managing Directors of the Company.
Term loan 43,191,582 132,938,582 14.25%-15.75% Secured by way of equitable mortgage Twenty four monthly
on certain land of the Company / certain installments of
subsidiary companies and hypothecation of the 12,500,000 starting
specic project receivables. Further, the loan from 31.05.2011.
has been guaranteed by corporate guarantee
given by certain subsidiary companies along
with personal guarantee of Managing Directors
of the Company.
Term loan 57,521,647 178,000,000 15.25% Secured by way of equitable mortgage Eighteen monthly
on certain land of the Company / certain installments of
subsidiary companies and hypothecation of the 13,888,888 starting
specic project receivables. Further, the loan from 31.07.2012.
has been guaranteed by corporate guarantee
given by certain subsidiary companies along
with personal guarantee of Chairman and
Managing Director of the Company.
Contd. Amount outstanding Interest rate Security and guarantee details Repayment terms
31.03.2013 31.03.2012
Term loan - 67,540,518 17%-18.25% Secured by way of equitable mortgage of Twelve monthly
certain land of the Company / subsidiary installments starting from
Company and hypothecation of specic project 01.08.2011
receivables. Further , the loan has been
guaranteed by personal guarantee of Managing
Director of the Company.
Term loan - 81,790,132 14.00%-17.50% Secured by way of equitable mortgage of Twenty four monthly
certain land of the Company / subsidiary installments starting from
Company. 01.07.2010.
Term loan 727,073,170 750,000,000 15.50%-16.75% Secured by way of equitable mortgage Twenty monthly
of certain land of the Company / certain installments of
subsidiary Company and hypothecation of 37,500,000 starting
specic project receivables. Further, the loan from 30.11.2012.
has been guaranteed by personal guarantee of
Managing Director of the Company.
Term loan 820,000,000 - 15.00% Secured by way of equitable mortgage on Eight quarterly
certain land of the Company and hypothecation installments of
of specic project receivables. Further the 102,500,000 each
loan has been guaranteed by the personal starting from 26.09.2013
guarantee of Chairman and Managing Directors ending on 26.06.2015
of the Company
Term loan 3,731,000,000 - 15.00% Secured by way of equitable mortgage of Four Quarterly
certain land of Company / certain subsidiary installments of
companies and hypothecation on specic 300,000,000 starting
project receivables. Pledge of shares of from 15.07.2015, four
the Company held by promotors, Pledge of quarterly installments
shares of the associate Company, Pledge of of 400,000,000 ,four
investment in shares by associate Company. quarterly installments of
Further secured by pledge of shares of 250,000,000 and four
JV companies held by subsidiaries of the quarterly installments of
Company and personal guarantees of the 50,000,000 and ending
Chairman and Managing Directors of the on 15.04.2019
Company.
Term loan 200,000,000 - 17.50% Secured by way of equitable mortgage of Eight Quarterly
certain land of certain subsidiaries companies. installments of
Further, the loan has been guaranteed by 25,000,000 starting
corporate guarantee given by the land owning from 01.10.2013 and
companies and personal guarantees of the ending on 01.07.2015
Chairman and Managing Directors of the
Company and secured by pledge of shares of
the Company held by promoters.
Term loan 430,000,000 - 15.00% Secured by way of equitable mortgage on Eight quarterly
certain land of the Company and hypothecation installments of
of specic project receivables. Further the 53,750,000 each
loan has been guaranteed by the personal starting from 26.09.2013
guarantee of Chairman and Managing Directors ending on 26.06.2015
of the Company
Term loan - 1,450,000,000 16.25% Secured by way of equitable mortgage Repayable on 15.10.2012
of certain land of the Company / certain
subsidiary companies and hypothecation on
specic project receivables. Further, the loan
has been guaranteed by personal guarantee
of the Chairman and Managing Director of the
Company.
Contd. Amount outstanding Interest rate Security and guarantee details Repayment terms
31.03.2013 31.03.2012
Term loan 200,000,000 - 16.00% Secured by way of equitable mortgage of Twenty monthly
certain land of Company / certain subsidiary installments of
companies. Further, the loan has been 10,000,000 each
guaranteed by corporate guarantee given by starting from 31.01.2014
the land owning companies and personal
guarantees of the Chairman and Managing
Directors of the Company and secured by
pledge of shares of the Company held by
promoters.
d) Finance lease obligation
Finance lease 1,070,063 2,042,637 9.50%-10.00% Secured by hypothecation of car against the Thirty six monthly
nance lease installments starting from
05.05.2011.
Finance lease 1,589,871 - Secured by hypothecation of car against the Sixty monthly installments
nance lease starting from 07.07.2012.
Finance lease 4,139,868 - 16.00%-16.25% Secured by Hypothecation of Financed Repayable in 39 monthly
Equipments / Assets. Further the loan has installments starting from
been guaranteed by the personal guarantee of 15.06.2012
Managing Director of the Company
Finance lease 10,803,876 - 16.00%-16.25% Secured by Hypothecation of Financed Repayable in 39 monthly
Equipments / Assets. Further the loan has installments starting from
been guaranteed by the personal guarantee of 05.08.2012
Managing Director of the Company
Finance lease 4,207,873 - 16.00%-16.25% Secured by Hypothecation of Financed Repayable in 39 monthly
Equipments / Assets. Further the loan has installments starting from
been guaranteed by the personal guarantee of 05.09.2012
Managing Director of the Company
Finance lease 2,515,447 - 16.00%-16.25% Secured by Hypothecation of Financed Repayable in 39 monthly
Equipments / Assets. Further the loan has installments starting from
been guaranteed by the personal guarantee of 22.09.2012
Managing Director of the Company
Finance lease 8,540,225 - 16.00%-16.25% Secured by Hypothecation of Financed Repayable in 39 monthly
Equipments / Assets. Further the loan has installments starting from
been guaranteed by the personal guarantee of 15.11.2012
Managing Director of the Company
Finance lease 13,370,400 - 16.00%-16.25% Secured by Hypothecation of Financed Repayable in 39 monthly
Equipments / Assets. Further the loan has installments starting from
been guaranteed by the personal guarantee of 15.05.2013
Managing Director of the Company
(ii) Refer note no.50
(iii) Non Convertible Debentures of 2,390,014,496 (Previous year - 2,666,601,964), Term loan of 3,895,563,926 (Previous year - 9,504,026,169)
from banks, term loan of 12,666,257,550 (Previous year - 9,701,262,379) from nancial institutions and Finance lease of 43,577,689 (Previous
year - Nil) are also guaranteed by personal guarantee of Chairman/Managing Director(s).
Deposits 4,951,560,000 5,440,626,000 11.50%-12.50% Repayable within two to three year from the date of deposit.
Finance lease 11,816,621 - 14.50% Repayable in 36 monthly installments starting from 22.12.2012 payable in
advance
Secured
Loans repayable on demand from banks 2,997,850,200 2,968,921,471
2,997,850,200 2,968,921,471
Unsecured
Loans and advances from related parties
from Subsidiaries 4,113,502,118 5,232,193,845
from Joint ventures and associates 1,519,000,000 1,854,000,000
from enterprises controlled by key management personnel 10,103,497 59,315,997
5,642,605,615 7,145,509,842
Deposits 1,771,468,280 2,325,252,022
7,414,073,895 9,470,761,864
Total 10,411,924,095 12,439,683,335
Freehold Buildings Plant and Earth Furniture Ofce Vehicles- Trucks and Computers Fixtures in Plant and Vehicles -
land machinery moving and xtures equipments ofce jeeps lease hold machinery Ofce
equipments building
Gross block
Cost- As at 1st April, 338,367,190 478,899,468 102,548,340 44,432,519 79,532,865 102,380,146 104,555,398 17,885,174 175,811,910 94,596,207 - 3,709,149 1,542,718,366
2011
Additions 174,324,000 70,000,000 31,537,532 - 452,554 1,854,729 2,228,792 - 17,070,237 7,187,281 - - 304,655,125
Disposals / Adjustments 309,170,995 341,626,218 25,980,334 - 2,270,738 2,868,022 9,056,307 17,341,696 - - - - 708,314,310
ANNUAL REPORT
As at 31st March, 2012 203,520,195 207,273,250 108,105,538 44,432,519 77,714,681 101,366,853 97,727,883 543,478 192,882,147 101,783,488 - 3,709,149 1,139,059,181
Additions 11,022,852 - 2,716,339 - 310,201 1,564,507 523,154 - 2,950,748 - 45,997,910 2,445,740 67,531,451
2012-13
Disposals / Adjustments - - - - - - 8,524,767 - 232,225 1,152,599 - - 9,909,591
As at 31st March, 2013 214,543,047 207,273,250 110,821,877 44,432,519 78,024,882 102,931,360 89,726,270 543,478 195,600,670 100,630,889 45,997,910 6,154,889 1,196,681,041
Depreciation &
Amortisation
NOTES TO THE FINANCIAL STATEMENTS
As at 1st April, 2011 - 28,008,333 72,273,366 44,432,419 26,446,171 27,881,524 63,850,360 12,453,856 129,944,298 92,556,841 - 1,931 497,849,099
FOR THE YEAR ENDED 31ST MARCH, 2013
Charge for the year - 3,396,973 2,351,902 - 4,618,610 4,884,415 8,367,677 61,467 30,787,606 2,052,026 - 352,369 56,873,045
st
As at 31 March, 2012 - 15,511,529 58,589,500 44,432,419 31,525,687 31,687,066 64,954,872 120,037 160,731,904 94,608,867 - 354,300 502,516,181
Charge for the year - 3,378,554 4,045,657 100 3,894,131 4,600,825 6,859,548 62,318 10,001,892 2,395,660 1,519,657 490,503 37,248,845
st
As at 31 March, 2013 - 18,890,083 63,097,070 44,432,519 34,705,880 37,119,276 65,282,397 182,355 166,947,394 96,800,612 1,519,657 844,803 529,822,046
Net block
As at 31st March, 2012 203,520,195 191,761,721 49,516,038 100 46,188,994 69,679,787 32,773,011 423,441 32,150,243 7,174,621 - 3,354,849 636,543,000
As at 31st March, 2013 214,543,047 188,383,167 47,724,807 - 43,319,002 65,812,084 24,443,873 361,123 28,653,276 3,830,277 44,478,253 5,310,086 666,858,995
b) Other subsidiaries
Bengal Unitech Universal Infrastructure Pvt. Ltd - 1,106,476,428
Bengal Universal Consultants Pvt. Ltd 5,811,175 12,011,905
Havelock Properties Ltd. 2,046,901,516 1,230,422,406
Unitech Acacia Projects Pvt Ltd. 15,204,607,660 13,965,544,358
Unitech Hi-Tech Developers Ltd. 86,343,944 524,709,550
Unitech Hyderabad Projects Ltd. 3,509,956,761 3,108,501,150
Unitech Infopark Ltd 172,589,510 172,589,510
Unitech Vizag Projects Ltd. 3,674,531,405 3,013,863,597
39,270,212,186 39,068,196,354
** Advances to subsidiary companies
In pursuance of real estate activities undertaken, the Company has given advances to its Wholly Owned Subsidiaries for purchase of land. The said land
are being developed by the Company as per Memorandum of Understanding executed between the parties.
Abohar Builders Pvt. Ltd. 7,664,870 7,664,870
Aditya Properties Pvt. Ltd. 114,818,991 114,818,991
Agmon Projects Pvt. Ltd. 260,850,476 258,437,404
Akola Properties Ltd. 44,377,730 44,377,730
Algoa Properties Pvt. Ltd. 66,026,310 66,026,310
Aller Properties Pvt. Ltd. 32,552,960 32,552,960
Alor Projects Pvt. Ltd. 443,264,657 437,586,566
Amaro Developers Pvt. Ltd. 39,587,151 39,587,151
Amarprem Estates Pvt. Ltd. 22,164,182 21,218,045
Amur Developers Pvt. Ltd. 74,516,420 74,516,420
Andes Estates Pvt. Ltd. 30,243,718 30,243,718
Angul Properties Pvt. Ltd. 10,291,155 10,291,155
Arahan Properties Pvt. Ltd. 10,125,940 10,125,940
Askot Builders Pvt. Ltd. 26,414,601 26,414,601
Azores Properties Ltd. 128,604,761 128,604,761
Broomeld Developers Pvt. Ltd. 145,696,926 168,538,607
21. REVENUE FROM OPERATIONS For the year For the year
ended ended
31.03.2013 31.03.2012
Interest income on
Bank deposits 65,817,532 43,319,196
Related parties 3,961,573,536 3,692,697,904
Others 231,885,252 217,238,764
Dividend income-(current investment) 5,892,192 41,705,381
Foreign exchange uctuation (net) 21,958,597 34,273,771
Prot on sale/disposal of tangible xed assets 834,190 490,629,518
Provision written back - 16,199,999
Excess liability written back 6,011,500 6,224,216
Miscellaneous income 439,549,545 344,515,221
Total 4,733,522,344 4,886,803,970
23. CHANGES IN INVENTORIES OF REAL ESTATE PROPERTIES,LAND,LAND DEVELOPMENT RIGHTS For the year For the year
AND WORK IN PROGRESS ended ended
31.03.2013 31.03.2012
24. JOB AND CONSTRUCTION EXPENSES For the year For the year
ended ended
31.03.2013 31.03.2012
25. REAL ESTATE PROJECT EXPENDITURE For the year For the year
ended ended
31.03.2013 31.03.2012
Project cost- ongoing real estate project (refer note 32) 169,077,359 173,079,059
Project cost- real estate completed projects 329,188,523 595,762,221
Project cost- percentage of completion method 6,271,640,852 6,769,356,511
Cost of land sold 67,873,732 24,122,068
Loss on sale of investments in real estate projects 310,000,000 -
Cost of land development rights sold - 709,987,632
Total 7,147,780,466 8,272,307,491
26. EMPLOYEE BENEFITS EXPENSE For the year For the year
ended ended
31.03.2013 31.03.2012
28. DEPRECIATION AND AMORTIZATION EXPENSE For the year For the year
ended ended
31.03.2013 31.03.2012
30 PRIOR PERIOD AND EXCEPTIONAL ITEMS For the year For the year
ended ended
31.03.2013 31.03.2012
A) Name of related parties and nature of Wholly owned Subsidiaries: Wholly owned Subsidiaries:
relationship where control exists:
Akola Properties Ltd.* Alor Maintenance Pvt. Ltd.
Wholly owned Subsidiaries: Algoa Properties Pvt. Ltd.* Alor Projects Pvt. Ltd.*
Abohar Builders Pvt. Ltd.* Alice Builders Pvt. Ltd.* Alor Recreation Pvt. Ltd.*
Aditya Properties Pvt. Ltd.* Alkosi Ltd. Amaro Developers Pvt. Ltd. *
Agmon Builders Pvt. Ltd. Aller Properties Pvt. Ltd.* Amarprem Estates Pvt. Ltd.*
Agmon Projects Pvt. Ltd.* Alor Golf Course Pvt. Ltd. Amur Developers Pvt. Ltd.*
Name Designation
Mr. Ramesh Chandra Chairman
Mr. Sanjay Chandra Managing director
Mr. Ajay Chandra Managing director
v) Group of individuals having signicant inuence over the Company & relatives of such individual(s):
C) i) Summary of signicant related parties transactions carried out in ordinary course of business are as under: (Amount in )
Note (iii)
Note (iii)
36. Pursuant to clause 32 of the listing agreement, the disclosures of amounts at the year end and the maximum amount of loans/ advances/
investments outstanding during the year are as follows:
i) Amount outstanding :
(Amount in )
A. Assets
- Non current assets 23,927,904,957 18,933,740,731
- Current assets 12,295,745,733 11,175,646,736
Total 36,223,650,690 30,109,387,467
B. Liabilities
- Non current liabilities 11,658,573,528 7,352,798,013
- Current liabilities 12,547,838,482 9,957,201,526
Total 24,206,412,010 17,309,999,539
C. Contingent liabilities 2,332,195,109 2,267,783,526
D. Capital commitments 2,313,228,238 3,613,129,219
E. Income 3,911,598,432 2,290,619,752
F. Expenses 2,821,388,486 1,866,596,052
40. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)
I. Claims against Company not acknowledged as debt
a) Liquidated damages and other claims by clients / customers : 296,224,221 (previous year 294,081,303).
b) Following cancellation of 122 UAS licenses granted to the private companies [including 22 UAS licenses issued to Unitech Wireless
(Tamilnadu) Pvt. Ltd., Unitech Wireless (Mumbai) Pvt. Ltd., Unitech Wireless (Kolkata) Pvt. Ltd., Unitech Wireless (Delhi) Pvt. Ltd.,
Unitech Wireless (North) Pvt. Ltd., Unitech Wireless (South) Pvt. Ltd., Unitech Wireless (East) Pvt. Ltd. and Unitech Wireless (West)
Pvt. Ltd. (Unitech Wireless Companies)] on or after 10th January 2008 by the Honble Supreme Court of India vide its judgment
dated 2nd February 2012, Telenor Asia Pte Ltd and Telenor Mobile Communications AS (collectively referred as Telenor) issued a
notice of misrepresentation and fraud by the Company, Cestos Unitech Wireless Pvt. Ltd., Simpson Unitech Wireless Pvt. Ltd., Acorus
Unitech Wireless Pvt. Ltd. and Unitech Wireless (Tamilnadu) Pvt. Ltd. and sought indemnication of its equity investment in Unitech
Wireless Companies amounting to 61,356,253,283 (previous year 61,356,253,283) along with interest of 18% p.a. which is equal to
38,745,814,066 (previous year 27,701,688,475) as on 31st March 2013. Telenor has led its claim with the Singapore International
Arbitration Centre. The Honble Supreme Court cancelled the UAS licenses issued to all the companies in 2008 by questioning the
government policy and Telenor also did a detailed due diligence prior to investment in Unitech Wireless Companies. Based on the legal
advice obtained by the management, the Company is condent that the indemnity claims of Telenor are not maintainable.
Further post cancellation of telecom licences issued to Unitech Wireless companies, the Company has executed the settlement and
mutual release agreement with Telenor on 10th October, 2012 which provides for transfer of entire 32.75% stake in Unitech Wireless
Companies to Telenor nominated entity for a nominal amount and withdrawal of all disputes between the parties, on fulllment of
certain conditions which are yet to be fullled on the reporting date. Accordingly, Telenor will withdraw the aforesaid indemnity claim
on fulllment of these conditions, and in case these conditions are not met, the settlement and mutual release agreement will get
terminated and all rights & obligations of the parties will be restored to the situation before the said agreement.
c) Income tax matter in dispute (Financial year 2004-05) pending in appeal: 7,363,246 (previous year 7,363,246).
Income tax matter in dispute (nancial year 2007-08) pending in appeal: 210,069,833 (previous year 210,069,833) (Amount paid
under protest by the Company : 70,000,000).
Income tax matter in dispute (nancial year 2008-09) pending in appeal: 10,305,410,334 (previous year NIL). (Amount paid under
protest by the Company : 430,000,000). Vide notice u/s 226(3) of the Income tax Act, 1961 dated 06/02/2013, 2,237,030 equity
shares of Carnoustie Management Pvt. Ltd. having value of 3,100,545,000 and 1,000,000 equity shares of Shivalik Ventures Pvt. Ltd.
having value of 10,000,000,000 held by the Company are attached.
d) Sales tax matter in dispute: (nancial year 2006-07) pending in appeal : 7,300,428 (previous year 7,300,428) (Amount paid under
protest by the Company : 7,300,428); (nancial year 2007-08) pending in appeal : 7,930,793 (previous year 7,930,793) (Amount
paid under protest by the Company : 7,930,793); (nancial year 2009-10): 2,446,904 (previous year NIL)
e) Service tax matter in dispute: (for the period 01/12/2005-31/07/2007): 8,554,085 (previous year 8,554,085)
II. Guarantees
a) In respect of bank guarantees: 2,248,402,349 (previous year 2,249,212,017) - It includes guarantees of 26,157,842 (previous year
33,122,510) in respect of subsidiary companies.
b) The Company has given corporate guarantees of 29,362,310,649 (previous year 22,178,737,135) for raising loans from nancial
institutions and banks by its subsidiaries, joint ventures and erstwhile subsidiaries.
III. Commitments
a) Capital commitments : 29,547,274 (previous year 27,551,749)
b) Investment in 1,000,000 equity shares of 10 each at a premium of 9,990 per share aggregating of 10,000,000,000 has been made
in joint venture Company, Shivalik Ventures Pvt. Ltd. An amount of 4,910,200,000 has been paid against the allotment of fully paid-up
shares. The balance securities premium of 5,089,800,000 will be accounted for on payment.
c) The estimated amount of real estate contracts, net of advances remaining to be executed is 11,773,681,000 (Previous year
8,443,707,000)
d) The Company received an arbitral award dated 6th July 2012 passed by the London Court of International Arbitration (LCIA) wherein the
arbitration tribunal has directed the Company to invest USD 298,382,949.34 equivalent to 16,218,605,211 in Burley Holdings Ltd.
(Mauritius) so as to enable it to purchase the investments of Cruz City 1 Mauritius Holdings (Mauritius) in the joint-venture Company,
Kerrush Investments Ltd (Mauritius). The High Court of Justice, Queens Bench Division, Commercial Court London has conrmed the
said award.
Based on the legal advice received by it, the Company believes that the said award is not enforceable in India on various grounds
including but not limited to lack of jurisdiction by the LCIA appointed arbitration tribunal to pass the said award. Nevertheless, in
case the Company is required to make the aforesaid investment into Burley Holdings Limited, its economic interest in the SRA project
in Santacruz Mumbai shall stand increased proportionately thereby creating a substantial asset for the Company with an immense
development potential.
e) Other commitments : 62,725,670 (previous year 64,397,700)
41. Investment in shares of subsidiaries amounting to 33,270,600 (Previous year 33,270,600 ) are pledged as securities against loan taken by
the Company and its subsidiary. Investment in shares of joint ventures amounting to 72,750,000 (Previous year 72,750,000) are pledged as
securities against loan taken by the Company and its joint venture.
43. TRADE PAYABLES (DUE TO MICRO, SMALL AND MEDIUM SCALE ENTERPRISES)
The Company has amounts due to suppliers registered under The Micro, Small and Medium Enterprises Development Act, 2006 as at 31st March
2013. The disclosure pursuant to the said Act is as under:
(Amount in )
47. (a) Unitech Vizag Projects Limited (UVPL), a subsidiary of Unitech Limited, is undertaking an Integrated Vizag Knowledge City with APIIC at Vizag for
which money has been advanced by the holding Company i.e. Unitech Limited. UVPL got the letter from APIIC for rescinding the development
agreement against which petition has been led under section 9 of The Arbitration and Conciliation Act, 1996 in The Court of the Honble XI
Additional Chief Judge, City Civil Court at Hyderabad to stay the operation of the said letter and restraining the APIIC from creating any third
party rights with regard to project or project land. The Company and UVPL have already invoked the arbitration clause and appointed an
arbitrator by their letters dated 27th May2011. APIIC is yet to nominate its arbitrator. After considering the circumstances and legal advice
obtained by the management, the Company is condent that this will not adversely affect the Companys investment and accordingly no
provision has been considered necessary.
(b) The Company was awarded a project for development of amusement cum theme park in Chandigarh by Chandigarh administration. The said
development agreement was unilaterally and illegally terminated by the Chandigarh administration. The Company led a writ petition before
Honble High Court of Punjab & Haryana challenging the termination of development agreement. The matter was referred for arbitration and
the matter is pending adjudication before the arbitration tribunal. The Company is condent that it will recover the amount invested in the
project and accordingly no provision has been considered necessary.
48. Advances for purchase of land, projects pending commencement and to joint ventures and collaborators amounting to 9,248,788,996 (previous
year- 16,074,305,962) included under the head short term loans and advances in Note 19 have been given in the normal course of business to
land owning companies, collaborators, projects or for purchase of land. The management of the Company based on the internal assessment and
evaluations considers that these advances, which are in the normal course of business recoverable/ adjustable and that no provision is necessary
as at Balance Sheet date. Further signicant portion has been adjusted/ recovered during the current nancial year and the management is
condent of recovering/ appropriately adjusting the balance.
49. The Company and its afliates have invested 6,382,586,848 for 32.75% equity stake in Unitech Wireless Companies (i.e. direct equity holding of
6.76% and indirect equity holding through economic interest of 25.99% nanced by way of compulsorily convertible debentures which entitles right
to acquire the equity shares of afliate companies) by undertaking the long-term debts/obligations. Further, the Company (including its subsidiaries/
afliates/nominees) has a contractual investment obligation in future of 9,239,467,835 in an afliate Company holding stake in Unitech Wireless
Companies.
As on the reporting date, Unitech Wireless Companies are not carrying any telecom operation business pursuant to the cancellation of their telecom
licenses by the Honble Supreme Court of India and non-participation by these companies in the recent spectrum auctions of the Department of
Telecommunications (DoT). Further, post cancellation of telecom licences issued to Unitech Wireless companies, the Company has executed the
settlement and mutual release agreement with Telenor Asia Pte Ltd. on 10th October, 2012 which provides for transfer of entire 32.75% stake in
Unitech Wireless Companies to Telenor nominated entity for a nominal amount and withdrawal of all disputes between the parties, on fulllment of
certain conditions which are yet to be fullled on the reporting date. Accordingly, Telenor will withdraw the aforesaid indemnity claim on fulllment
of these conditions, and in case these conditions are not met, the settlement and mutual release agreement will get terminated and all rights &
obligations of the parties will be restored to the situation before the said agreement.
In view of the above fact, the Company has accounted for 345,000,000 with respect to diminution in the value of its investments in Unitech
Wireless Companies and related losses on account of cessation of telecom operations of Unitech Wireless Companies post-cancellation of their
telecom licenses and non-participation in recent spectrum auctions of DoT.
The management is not currently in a position to ascertain how and in which group Company the aforesaid obligation if at all, is likely to devolve.
50. (a) The Company has certain outstanding delays as at Balance Sheet date with respect to long term loans from banks and term loans from
nancial institutions which are as follows:
The amount with respect to loan from banks of principal and interest respectively for the period 1-90 days is 288,587,688 (previous year-
1,063,721,408) and 37,109,131(previous year- 218,117,923). Further in respect of term loans from nancial institutions with respect to
principal and interest respectively are 440,495,819 (previous year- 515,894,201)and 330,022,148 (previous year- 104,270,982) for 1-90
days, 125,073,170 (previous year- 303,000,000)and 45,175,108 (previous year- 140,028,329) for 91-180 days, 146,000,000 (previous
year- 146,000,000)and 95,929,579 (previous year- 91,003,756) for the period 181-364 days and for 365 to 756 days being 365,000,000
(previous year- NIL) and 122,023,463 (previous year- NIL).
(b) The Company has certain outstanding delays as at Balance Sheet date with respect to short term loans from banks which are as follows:
The amount with respect to loan from banks of principal and interest respectively for the period 1-90 days is NIL (previous year - NIL) and
21,502,154 (previous year - NIL).
As per our report of even date For and on behalf of the Board of Directors
For Goel Garg & Co.
Chartered Accountants
FRN: 000397N
Ramesh Chandra Ajay Chandra Sanjay Chandra
(Ashok Kumar Agarwal)
Chairman Managing Director Managing Director
Partner
Membership No.084600
Notice is hereby given that the 42nd Annual General Meeting of (b) Minimum Remuneration
the Members of the Company will be held on Thursday, 26th day of
Notwithstanding anything to the contrary contained herein, where
September, 2013, at 11:00 A.M. at Tivoli Daffodils Hotel, Chattarpur
Hills, Mehrauli, New Delhi 110030, to transact the following in any nancial year, during the currency of the tenure of Mr.
business: Ramesh Chandra as an Executive Chairman of the Company, the
Company has no prots or inadequate prots, the Company will
pay remuneration by way of salary, allowances and perquisites as
ORDINARY BUSINESS specied above.
1. To receive, consider and adopt the Audited Balance Sheet of the (c) Power to the Board of Directors
Company as at 31st March, 2013, the Statement of Prot & Loss The Board of Directors of the Company (herein after referred to as
for the nancial year ended on that date together with the reports Board which term shall be deemed to include the Remuneration
of the Board of Directors and the Statutory Auditors thereon. Committee) shall be at liberty and are hereby authorised to revise,
2. To appoint a Director in place of Mr. Ravinder Singhania, who enhance, alter and vary from time to time, the aforesaid terms,
retires by rotation and, being eligible, offers himself for re- conditions and remuneration, including awarding of increments based
appointment. on merits as well as Companys performance, of said appointment, in
such manner, as it may deem t, provided such revision, enhancement,
3. To appoint a Director in place of Dr. P. K. Mohanty, who retires by alteration, variation etc. is in accordance with, and within the limits
rotation and, being eligible, offers himself for re-appointment.
prescribed in, the relevant Sections read with Schedules to the
4. To appoint Statutory Auditors of the Company, to hold ofce Companies Act, 1956.
from the conclusion of this Annual General Meeting till the
RESOLVED FURTHER THAT the Board be and is hereby authorised to
conclusion of the next Annual General Meeting and to x their
do all such acts, deeds, matters and things as it may, in its absolute
remuneration. M/s Goel Garg & Co., Chartered Accountants (Firm
discretion deem necessary, proper or desirable and to settle any
Registration No. 000397N), the retiring Auditors, are eligible for
re-appointment. questions, difculties and/or doubts that may arise in this regard in
order to implement and give effect to the foregoing resolution.
SPECIAL BUSINESS
6. Re-appointment of Mr. Ajay Chandra as Managing Director
5. Re-appointment of Mr. Ramesh Chandra as an Executive
Chairman To consider and, if thought t, to pass with or without modication(s),
the following resolution as an Ordinary Resolution:
To consider and, if thought t, to pass with or without modication(s),
the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 198, 269,
309, 310 and 317 read with Schedule-XIII and other applicable
RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 provisions, if any, of the Companies Act, 1956 (including any
and 310 read with Schedule-XIII and other applicable provisions, if any, statutory modication(s) or re-enactment thereof for the time
of the Companies Act, 1956 (including any statutory modication(s) or being in force) and pursuant to the provisions of the Articles of
re-enactment thereof for the time being in force) and pursuant to the
Association of the Company and subject to such other approvals
provisions of the Articles of Association of the Company and subject to
as may be required, approval of the Company be and is hereby
such other approvals as may be required, approval of the Company be
accorded to the re-appointment of Mr. Ajay Chandra as Managing
and is hereby accorded to the re-appointment of Mr. Ramesh Chandra
Director of the Company for the period of ve years with effect
as Executive Chairman of the Company for the period of ve years with
from 1st January, 2014, on the terms and conditions including
effect from 1st January, 2014, on the terms and conditions including
remuneration as set out hereunder:
remuneration as set out hereunder:
(a) Remuneration: (a) Remuneration:
(i) Basic Salary : 1,50,00,000/- per annum i. Basic Salary : 1,25,00,000/- per annum
(ii) House Rent Allowance : 97,50,000/- per annum ii. House Rent Allowance : 81,25,000/- per annum
(iii) Contribution to Provident Fund : 12% of Basic Salary iii. Contribution to Provident Fund : 12% of Basic Salary
(iv) Leave Travel Allowance : 1,20,000/- per annum iv. Leave Travel Allowance : 1,08,000/- per annum
(v) Medical Allowance : 1,20,000/- per annum v. Medical Allowance : 1,08,000/- per annum
In addition to the above salary, Mr. Ramesh Chandra shall be entitled to In addition to the above salary, Mr. Ajay Chandra shall be entitled to
other perquisites or benets, in cash or kind, such as actual medical/ other perquisites or benets, in cash or kind, such as actual medical/
hospitalisation expenses, Company owned vehicle(s), gas, electricity, hospitalisation expenses, Company owned vehicle(s), gas, electricity,
water, furnishings, repairs, servants salaries, drivers salaries, club water, furnishings, repairs, servants salaries, drivers salaries, club
fees, insurance policies, telephone and mobile expenses or other fees, insurance policies, telephone and mobile expenses or other
facilities in accordance with rules and/or policies of the Company facilities in accordance with rules and/or policies of the Company
during the tenure of his appointment. during the tenure of his appointment.
are to be opened, any person qualied to act as the Branch Auditors as 8. Members are requested to read the Shareholders Information
specied in the provisions of Section 228 of the Companies Act, 1956 given in the Report on Corporate Governance.
and to x their remuneration thereon.
9. Members are requested to le their claim of dividend which
By Order of the Board of Directors remains unpaid / unclaimed with the Company. The list of
For Unitech Limited such unpaid/unclaimed dividend is available at the Investors
Section of the Companys website www.unitechgroup.com.
Place: Gurgaon Deepak Jain
Members are advised to claim the same at the earliest, else
Date: 30th May, 2013 Company Secretary
the such amount of dividend will be transferred to the Investor
Education and Protection Fund [IEPF], pursuant to Section
205C of the Companies Act, 1956 and Rules thereof.
NOTES:
10. In recognition and support to the Green Initiative of the
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING
Ministry of Corporate Affairs (MCA), the Company has been/
IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
(ONLY IN CASE OF A POLL) INSTEAD OF HIMSELF. SUCH A is sending the Annual Report(s), through e-mails, at the
PROXY NEED NOT BE A MEMBER OF THE COMPANY. DULY registered e-mail Ids of its members. However, as per the
COMPLETED, STAMPED AND SIGNED PROXY FORM, IN records of the Company, a section of members have not
ORDER TO BE EFFECTIVE, MUST REACH THE REGISTERED registered their email address(es)/updated their email IDs
OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT with their respective Depository Participant (DP)/Registrar
HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A and Share Transfer Agent (RTA). The members, who wish to
PROXY FORM IS ENCLOSED FOR THIS PURPOSE. receive the Annual Report and other related documents in
electronic form, are requested to update/register their email
2. Explanatory Statement pursuant to Section 173(2) of the address(es) with their respective Depository Participant (DP)/
Companies Act, 1956 is enclosed and forms part of this Registrar and Share Transfer Agent (RTA).
Notice.
11. Company is sending full annual report to the share holders
3. Members/Proxy Holders are requested to bring the duly having email Ids registered with their DP or with RTA of the
completed and signed Attendance Slips to the meeting. Company. However the statement containing the salient
Corporate Members intending to attend the AGM are requested features of the Balance Sheet, Statement of Prot and Loss
to send their authorised representative alongwith a certied and Auditors Report (Abridged Financial Statements) and
copy of the Board Resolution, as required under Section 187 other documents, is sent to all other members, along with
of the Companies Act, 1956, to attend and vote on their behalf Abridged Consolidated Financial Statements. Any member
at the AGM. interested in obtaining a copy of the full Annual Report, may
4. The Register of Members and the Share Transfer Books of the write to the Company Secretary.
Company will remain closed from 16th September, 2013 to
12. A Member desirous of getting any information on the accounts
26th September, 2013 (both days inclusive) for the purpose of
or operations of the Company is requested to forward his / her
AGM.
query to the Company Secretary at least seven working days
5. The Company has received requisite disclosures as required prior to the date of AGM, so that the required information can
under Clause 49 (IV) (E) (v) of the Listing Agreement and the be made available at the meeting.
Companies (Disqualication of Directors under Section 274
13. The Company whole-heartedly welcomes the Members/
(1) (g) of the Companies Act, 1956) Rules, 2003 with respect
Proxies at its AGM, the Members/Proxies may please note that
to the Directors being re-appointed. Further the Information
required under Clause 49 (IV) (G) of the Listing Agreement no gifts/coupons will be distributed at the AGM.
with respect to such Directors is provided in the Report on
Corporate Governance.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE
6. Relevant documents referred to in the Notice will be available COMPANIES ACT, 1956
for inspection by the Members at the registered ofce of the
Company between 10.30 A.M. and 4.00 P.M. on all working Item 5
days (except Saturdays), prior to the date of the AGM and will Members of the Company are informed that the appointment of Mr.
also be available for inspection at the meeting. Ramesh Chandra as Executive Chairman of the Company was approved
7. Members holding shares of the Company in physical form by the Shareholders for a period of ve years which is concluding on
are requested to intimate changes, if any, in their registered 31st December, 2013. The Board of Directors at its meeting held on
address or Bank mandate/details immediately to the Registrar 30th May, 2013 has re-appointed Mr. Ramesh Chandra as Executive
and Transfer Agent (RTA) of the Company and correspond Chairman for a further period of ve years w.e.f. 1st January, 2014, on
with them directly regarding Share Transfer/Transmission/ terms and conditions including remuneration, subject to the approval
Transposition, Demat, Change of Address, Issue of Duplicate of the members to be accorded at the Annual General Meeting.
Share Certicate, ECS and Nomination Facility etc.. Members Therefore, pursuant to the applicable provisions of the Companies Act,
holding shares in demat form must correspond directly with 1956 approval of the members is sought by way of passing Special
their respective Depository Participants (DPs). Resolution specied at Item no. 5.
None of the directors of the Company, except Mr. Ramesh Chandra The Board of Directors recommends the passing of the Resolution set
and his two sons, Mr. Ajay Chandra and Mr. Sanjay Chandra, are out at Item No. 8 of this Notice as a Special Resolution.
concerned or interested in the said resolution.
Item 9
The above details and as contained in resolution under Item 5
Pursuant to Section 228 and other applicable provisions of the
alongwith the details provided under Report on Corporate Governance
Companies Act, 1956 and subject to the approval of members of the
may be treated as an abstract of the Memorandum of Interest under
Company, the accounts of a branch ofce can be audited by branch
Section 302 of the Companies Act, 1956 and that pursuant to the
auditors appointed by the Board in consultation with the Companys
provisions of Section 309 of the Companies Act, 1956, the terms of
auditor. Accordingly the approval of the members is sought to
appointment specied in the resolution is placed before the members
authorize the Board of Directors to appoint branch auditor(s) and to x
for their approval.
their remuneration, in consultation with the Statutory Auditors of the
Item 6-7 Company, for any existing branch ofce of the Company or any other
branch which may be opened whether in India or abroad.
Members of the Company are informed that the appointment of Mr.
Ajay Chandra and Mr. Sanjay Chandra as Managing Directors of the The Board of Directors recommends the passing of the Resolution set
Company was approved by the Shareholders for a period of ve years out at Item No. 9 of this Notice.
which is concluding on 31st December, 2013. The Board of Directors at
None of the directors of the Company are concerned or interested in
its meeting held on 30th May, 2013 has re-appointed Mr. Ajay Chandra
the said resolution.
and Mr. Sanjay Chandra as Managing Directors for a further period of
ve years w.e.f. 1st January, 2014, on terms and conditions including By Order of the Board of Directors
remuneration, subject to the approval of the members to be accorded For Unitech Limited
at the Annual General Meeting. Therefore, pursuant to the applicable
provisions of the Companies Act, 1956 approval of the members is Place: Gurgaon Deepak Jain
sought by way of passing resolutions specied at Item no. 6-7. Date : 30th May, 2013 Company Secretary
I/We hereby record my/our presence at the 42nd Annual General Meeting of the Company being held on Thursday, the 26th day of September,
2013 at 11:00 A.M. at Tivoli Daodils Hotel, Chattarpur Hills, Mehrauli, New Delhi - 110030
1.
Name(s) of the Member
and Joint Holder(s) 2.
(in block letters)
3.
Address
Fathers/Husbands Name
(of the Member)
Name of Proxy
1.
2.
3.
__________________________________ ______________________________________
Signature of the Proxy Signature(s) of Member and Joint Holder(s)
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
PROXY FORM
1. 1.
2.
Ax
2. Revenue 3.
____________________________________________ Stamp _____________________________________________
Specimen signature of the Proxy(ies) Signature of the member(s)
Note: The proxy must be returned so as to reach the Registered Oce of the Company not later than 48 hours before the time for holding the
aforesaid meeting. The Proxy need not be a member of the Company. The shareholder may either vote for or against the resolutions.
ANNUAL REPORT 2012-13
IMPORTANT COMMUNICATION TO MEMBERS
The Ministry of Corporate Affairs took Green Initiative in Corporate
Governance by allowing paperless compliances by the companies and
permitted service of documents, including Annual Report, to its members
through electronic modes. To support this initiative, Members whose
e-mail IDs have not been registered, so far, are requested to register the
same with their respective Depository Participant, in respect of holdings
in Demat form and, with the Companys RTA, M/s Alankit Assignments
Ltd., in respect of shares held in physical form. And the members who
have already registered, may like to update their e-mail IDs, if required.
NOTES
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Children at Creche of Resort Villas, Gurgaon Children at Creche of Resort Villas, Gurgaon
NGO fair at Unitech Cyber Park, Gurgaon Children at Creche of Infospace, Gurgaon
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Unitech Limited
Corporate Office: Unitech House,
L Block, South City-I, Gurgaon-122001
Tel.: +91-124-4125200. Fax: +91-124-2383332
www.unitechgroup.com