-:CONTENTS:-

Sr. No. 1. 2. Introduction

Subject Executive Summary Company introduction Objective of the project

Page No. 3 4-5

3. 4. 5. 6. 7.

Company history Business areas Vision/ mission of the company Organization structure Financial performance and Detailed ownership structure Annual turnover Market capitalization No. of employees Executive profiles Business locations Joint venture Industry profile Real estate industry in india Overview of Indian commercial Real Estate Sector Existing Players in Real Estate Industry SWOT Analysis of commercial real estate industry

6 7 7 8 9-10

7. 8. 9. 10. 11. 12. 13.

10 11 12 13 13-14 15 16-21

14. 15.

SWOT Analysis Balance sheet Analysis Balance sheet Cash flow statement Ratio analysis P&l account Auditors report Directors report disclosures

22-23 24-58 (24-25) (26) (27-37) (38-39) (40-47) (48-58) 59 59-61 62

16. 17. 18.

CSR activities Mergers and acquisition Conclusion

EXECUTIVE SUMMARY
The project is about to understand how company manages to integrate the functions of various departments. It explains specifically how finance department works in the company and what major role it plays in the functioning of the company. Further it describes how company manages to reduce its cost of borrowings by availing different products available with banks. It also describes in detail how company implements and introduces various checks and controls for controlling its major operating costs. This project also helps me understand the accounting procedures adopted by the company. This will help in gaining knowledge about the surviving strategy that a company may use in todays cut throat competition and cost cuttings across the board. This project enhances my skill of analyzing the financial position of the company, by making comparative analysis of the various expenses incurred and income earned by the company in the two consecutive financial years. This helps me in understanding the working capital requirements of the company with the help of ratio analysis. It explains how company manages its working capital cycle, what its aspects are and what the approaches to the working capital handling are. Also it describes the various factors that affect the working capital decisions to be taken in the company and the various sources of financing working capital requirements. Also it includes the ratio analysis of the company with the help of the comparative analysis of the two consecutive years. This project further helps me in understanding the inventory management, cash management, and debtors/ receivable management of the company and how effectively they work on it. In total, the project was a great learning experience about how a real estate concern deals with all its finances and systems.

INTRODUCTION

Unitech Group is Indias second largest diversified real estate major with over 30 years of presence across locations nationwide. Unitech comes into this joint venture as a partner with decades of consumer facing experience in the Indian market, bringing with it deep insights into business as well as consumer marketing in the diverse Indian market. The company also features in the National Stock Exchanges bell weather S&P CNX Nifty Index.

Established in 1971 by a group of technocrats led by Mr. Ramesh Chandra, Unitech has over the last three and a half decades emerged as one of the leading business houses in India. Apart from the flagship business of real estate development, the group has interests in varied businesses such as fund management and infrastructure development. With Unitech Wireless the group extends its reach into the mobile telecom business. The group's flagship company Unitech Limited is a leading real estate developer in India with projects in all major cities. It has been at the forefront of the rapid transformation of Indian real estate sector in recent years. Unitech has the most diversified product mix comprising residential and retail properties, commercial/Information Technology (IT) parks, Hotels, Amusement Parks and Special Economic Zone. Unitech is one of the most liquid stocks in the Indian stock markets and was the first real estate company to be part of the National Stock Exchanges NIFTY 50 Index. Unitech Ltd. has over 600,000 shareholders.

OBJECTIVE OF THE PROJECT

The objective of the project is to understand and learn the work process of finance and accounts department in unites corporate parks plc. And to enhance my knowledge with a detailed study and, To understand the major functions of finance & accounts department. To know the flow of work process through which these functions are carried out efficiently. To understand the basics of finance & internal controls for a real estate concern. To understand the basics as to how a company can reduce its cost of borrowings by availing different products available for banks To understand the accounting procedures & implementing various checks & controls for operating costs. To study the fundamental analysis. To study real estate industry and its impact on Indian economy.

Apart from this we intend to create a virtual portfolio for long term and short term Investors. Although the functions of the finance and accounts department have been explained with respect to unites in general, the project primarily covers in depth the various cost cutting efforts of the company. The focus has been on working capital management, inventory management, and receivable management.

HISTORY
2010-Launch of unites Infra 2009-Investment by Telenor in to telecom business in Launch of services Under Uniron Brand 2008-Forays into Telecom- Expanded into the Mumbai market 2007- Commenced operations in UAE (Dubai) - Awarded title of Super brand by Super brand India 2006- Won biggest land deal in India, 343 acres of prime land in Noida - Awarded Chandigarh Amusement Park project 2005- Entered Kolkata - Awarded the title of Business Super brand 2004 - Expanded into Greater Noida, U.P 2003- Launched the first mega residential project, Uniworld City in Gurgaon - Entered Noida, U.P 1998 - Awarded the ISO 9002 certification 1996 - Constructed the Radisson Hotel, Delhi 1992 - Consolidated in Gurgaon with South City-I 1988 - Entered Bangalore 1987 - Entered Luck now and Mumbai 1986 - Ventured into real estate and started shaping Gurgaon, Haryana 1978 - First international project in Iraq and Libya 1975 - Diversified into construction 1972 - Started out as a company dealing in soil mechanic
6

BUSINESS AREAS
In a short span of time, Unites has carved a special niche for itself in the real state sector of the country. Apart from its residential and commercial housing projects, Unites is also involved in the construction of flyovers, highways, city roads, power houses, refineries, transmission lines, airports, educational institutions, hotels, hospitals etc. It is also the leader in the domain of building amusement parks in and around Delhi. In merely 30 years of its existence, Unites has diversified in various sectors successfully.

VISION
To be Indias leading Real Estate company with a Pan-India Footprint, and be the company of first choice amongst our customers to address their needs across all realty verticals.

MISSION
To satisfy every customer need for a better experience through quality construction and employee contentment. Unites has a well-managed architectural and engineering team that has closely partnered and worked with internationally acclaimed architects and many others, to achieve both aesthetic and efficient designs. We are a customer oriented company and we believe in putting in our best foot forward in our journey to the pinnacle.

ORGANITONAL STRUCTURE

ANNUAL PERFORMANCE

Mar ' 11

Mar ' 10

Mar ' 09

Mar ' 08

Mar ' 07

Sales

1,805.85 1,937.50 1,852.25 2,802.27 2,503.97

Operating profit 701.24

782.52

1,049.34 1,565.08 1,412.46

Interest

328.67

345.35

685.32

358.44

158.76

Gross profit

734.85

721.38

966.68

1,374.09 1,349.37

EPS (Rest)

1.95

2.23

4.56

6.35

12.12

OWNERSHIP STRUCTURE

Category

31 Mar 2011 30 Jun 2011

Promoter Promoter Group Indian Foreign

& 48.57 48.43 0.15 48.57 48.43 0.15

Public Shareholding 51.43 Institutions NonInstitutions 34.63 16.79

51.43 33.40 18.02

ADR's/GDR's & Others 0.00 Total: 100

0.00 100

ANNUAL TURNOVER
Unitech is a Private Sector Organisation that offers services in Construction / Real Estate / Infrastructure with Annual Total Turnover of 1000-2500 Crs.
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MARKET CAPITALIZATION

BSE: 507878 | NSE: UNITECH BSE NSE Open 19.50 19.60 Day High 20.05 20.10 Day Low 19.30 19.30 Previous 19.45 19.45 Close 52-Week high 68.05 68.00 52-Week low 17.45 17.45 P/E 12.83 12.83 Market Cap(Rest 5193.36 5193.36 cry) Volume 2889644.00 17067576 Peer Group Company Last (Rest) MT Cap (Rest cry) 5090 11408 2380 32925 4645 6732 1171 1966

Jayvee Ingrate. 36.65 JP Associates 53.65 HDIL 57.35 DLF 193.95 IRB Infra.Devl. 139.75 Oberon Realty 205.10 D B Realty 48.15 Indbull.Real 48.80 Estate. (Source: BSE)

11

NO. OF EMPLOYEES

Unitech Group

Type Industry Founded Founder(s)

Public Construction, Real Estate, Wireless 1972 as United Technical Consultant Private Ltd Ramesh Chandra, Dr. SP. Shrivastava, Dr. PK Mohanty, Dr. Ramesh Kapur and Dr. Bahri

Headquarters New Delhi, India Key people Revenue Net income Total assets Employees Website Ramesh Chandra, executive chairman US$ 760 million (2008)[1] US$ 300 million (2008)[1] US$ 3.03 billion (2008)[1] ~ 967[2] unitechgroup.com

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EXECUTIVE PROFILES

Name
Ajay Chandra Ajay Chandra Anil Harish Deepak Jain Deepak Jain G R Ambwani Manoj Popli Minoti Bahri P K Mohanty Ramesh Chandra Ravinder Singhania Sanjay Bahadur Sanjay Chandra

Designation
CEO Managing Director Non-Executive Director Company Secretary & Compliance Officer Secretary Non-Executive Director Chief Financial Officer Non-Executive Director Non-Executive Director Executive Chairman Non-Executive Director Non-Executive Director Managing Director

BUSINESS LOCATIONS

UNITECH was originated in Bergen, Norway, in 1984. UNITECH has grown dramatically by expanding to locations all over the world including Europe, Bergen, Singapore, and dussel ford, Perth, Houston, Asia and the United States. By doing so, UNITECH is able to offer our customers 24 hours customer support worldwide. Its construction business includes highways, roads, powerhouses, transmission lines, and it has residential projects called Unitech Cities/Uni World, in cities like Mumbai, Delhi, Kolkata, Chennai,Hyderabad,Bangalore,Kochi,Noida,GreaterNoida,Agra,Lucknow, Varanasi, Gurgaon, and Ghaziabad.

13

14

JOINT VENTURE
Unitech, a real estate company has a joint venture with uninor a telecommunications company headquartered in Oslo, Norway; Telenor owns a controlling majority stake in the company (67.25%), which has been branded Uninor in the Indian market... In August 2009, it secured a 50 billion rupee ($1 billion) loan from State Bank of India (SBI.BO) to fund its mobile phone network rollout.

15

INDUSTRY PROFILE Real Estate Industry in India:

The Real Estate industry in the recent past has been synonym to success. The Real Estate industry has been growing in the tough times and supported the Indian economy to an extent that it today alone stands at the second position in Indian Economy. With large revenue of twelve million dollars the Real Estate industry today is estimated to further expand at the rate of thirty percent per annum. With such huge growth facts and figures, the Real Estate Industry has now become a hub for all the aspiring professionals and attracts a large investment either long term or short term. The Real state sector offers various services to the clients and to other industries that revolve around the property. It seems to be have not possible if with the out the Real Estate sector that we could enjoy the lavish apartments and excellent buildings for the various income groups that we notice walking down the street today. It is further the bless of the Real Estate Industry that we enjoy such marvelous Infrastructure, as the Infrastructure and the Real Estate Industry goes hand in hand making the present India a viable destination for growth and prospects of growth. The Real Estate Industry being the second largest industry in the Indian economy salutes and grants an equal share of importance to the related industries who have contributed in the making the Real Estate industry a promising industry for the Indian Economy to Rely on. Hence all the aligned industries like Interior Designing, Architecture, Builders, Manufacturers and other related fields are granted an equal importance and respect while one can talk about the Real Estate sector alone. The Real Estate industry has contributed to the growth of the Indian economy without any doubt but on the same hand they have also contributed to the growth of an individual by supporting them with the excellent jobs in the sector and prompting the knowledge and expertise of the 5 existing key players in the market. Hence the Real Estate industry has played a dual role in the growth factor as well apart from maintaining a large growth and development rate of India. It is the real Estate Industry that has shaped previous India to a new aged modern India providing excellent facility with the high technology
16

mechanism with the vision of growth of the sector with the growth of India. Today we find various sectors associating with the Real Estate that are partly or completely responsible to work hand in hand with the Real Estate industry. To conclude one can say that the Real Estate industry is blessed in the modern age to not only the human kind but also to the nation. With tremendous growth and development it has signified itself to be a potential sector that can grow and provide support to one and all with the services and development in various methods and factors. The Real Estate industry aiming to gain the top position would develop in the future economy time with aim to provide home by 2020, which is also now an aim for largest yearlong festival of Real Estate, The Real India Fest. Real estate is a business, not a profession. Real estate is sometimes inaccurately spoken of as a profession, but it is essentially a business. A profession applies science, art or learning to the use of others, the profit to the professor or person applying it being incidental; whereas a business is engaged in primarily for profit, and the profit is to the one engaging in the business. The Indian economy is steadily moving forward on its path to prosperity with economic development being the focal point of the progress. In the post liberalization era, India has attracted huge quantum of foreign direct investment on account of its excellent economic performance and recently real estate sector has also been deregulated and liberalized. Today India is seen as a prime destination for investment by overseas investors across the board. India's favorable demographic and economic scenario makes it an attractive destination for the real estate investors. The current urbanization level at around 30% and provision of urban amenities highlights the strong future potential for growth of real estate and construction. The Indian real estate industry is currently estimated to be US$16 billion, with a CAGR of 30per cent. Real estate and construction is emerging as a prominent sector for FDI investment in India. The total FDI inflow in real estate sector for FY2008 was US$1,866 million led by aggressive FDI investments in retail projects, hospitality and SEZs including roads and highways. Commercial real estate is property used solely for business purposes. Office buildings, malls, industrial parks, hotels, convenience stores,
17

apartment complexes and gas stations are all examples of commercial real estate.

Overview of Indian commercial Real Estate Sector:

Top real estate developers are interested in to invest in Indian commercial real estate, targeting the requirements of the high growth Indian IT and IT Enabled Services (IT/ITES) sectors. The Company is focused on investment in Special Economic Zones (SEZs) dedicated to the IT/ITES industries or IT Parks which are suitable for foreign direct investment. These SEZs cater primarily to outsourced IT/ITES needs of large global companies. Given the challenging economic environment most of these companies face, the outsourcing of IT/ITES has slowed down considerably. Indian software services companies as well as the IT divisions of global companies, who are real estate developers prime tenants, have significantly scaled back expansion/outsourcing plans. This has adversely impacted demand for commercial real estate that real estate companies are building. Whilst the rate of decline in GDP in the developed economies is showing signs of leveling off, target clients of the Company have yet to translate this in tore commencement of their outsourcing plans. A protectionist environment in most developed nations of the world that has taken hold over the last year or so given the levels of unemployment. The primary growth driver of commercial real estate is the IT/ITES sector, which is growing at25 - 30per cent annually. Indias IT/ITES industry is expected to grow to US$148 billion by2012 which translates into in excess of 250 million sq. ft. of commercial office space requirement by 2012 - 13.As per 2006 McKinsey-NASSCOM report, 18-20% of all IT demand is directed towards the NCR(National Capital Region). Nearly 75% of office space in the NCR is occupied by IT/ITES firms

18

Existing Players in Real Estate Industry: Structure:

Real estate is a highly fragmented sector with only a few organized players. Most real estate developers have only a local or regional presence and there is moderate participation from large corporations till now. Followings are the existing players in the Indian real estate industry. (1) KOLTE PATIL DEV. (2) ORBIT CORPORATION (3) PENINSULA LAND (4) ACKRUTI CITY (5) HDIL (6) ANSAL PROPERTIES (7) PARSVNATH DEVELOPERS (8) ANANT RAJ INDUSTRY (9) OMAXE (10) DLF (11) UNITECH (12) PHOENIX MILLS (13) GMR INFRASTRUCTURE

SWOT ANALYSIS OF COMMERCIAL REAL ESTATE INDUSTRY Study of the factors which may have an impact on business or industry either in a positive or in a negative way.

STRENGTH Employment and training opportunities in the field of construction. Private sector housing boom and commercial building demands. Construction of the multi building projects on the feasible locations in the country.

19

 Good structured national network facilitates the boom of construction industry. Low cost well- educated and skilled labor force is now widely available across the country. Sufficient availability of raw material and natural resources in the country is supportive for the industry.

WEAKNESSES Distance between construction projects reduces business efficiency. Training itself has become a challenge. Changing skills requirements and an ageing workforce may accentuate the skills gap. Improve in long-term career prospects is highly required to encourage staff retention and new entrants. External allocation of large contracts becomes difficult. Lack of clearly define processes and procedures for construction and its management. Huge amount of money need to be invested in this industry and towards construction.

OPPORTUNITIES Continuous growth in IT/ITES sector or IT Parks for foreign direct investment will create more construction opportunities. Developing supply chain through involvement in large projects is likely to enhance the chances in construction.
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 Public sector projects through Public Private Partnerships will bring further opportunities. Renewable energy projects will offer opportunities to develop skills and capacity in new markets. Financial supports like loan and insurance and growth in income of people is in support of construction industry. Remote areas in the country are easily accessible and plenty of land is available in the country.

THREATS Long term market instability and uncertainty may damage the opportunities and prevent the expansion of training and development facilities. Current economic situation may have an adverse impact on construction industry. Political and security conditions in the region and Late legislative enforcement measures are always threats to any industry in India. Infrastructure safety is a challenging task in construction industry. Lack of political willingness and support on promoting new strategies Natural abnormal casualties such as earth quake and floods are uncertain and can prevent the construction boom. Inefficient accessibility in planning and concerning the infrastructure and signs. Competitors are emerging in the industry by leaps and bounds

21

SWOT ANALYSIS
STRENGTHS UCP plc. has a very good market share of about 54% Brand Value Huge supplier base ensures a fixed raw material cost A well established and firm base in north India

WEAKNESS Little or no projects in the other parts of India No parallel products to support during times of bad economy

OPPORTUNITIES Expansion of business in other parts of India It can invest more in Power generation projects like Hydroelectric or Wind power Investment in raw material - Backward Vertical Integration THREATS
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 THREATS OF NEW ENTRANTS Decrease in profitability due to increase in number of entrants. Real Estate Sector needs high working capital. This results in high entry barriers. Existing firm has an edge over the others due to more industrial experience

THREATS OF ESTABLISHED RIVALS High competition in the sector. Established rivals are a threat to upcoming players. DLF ,Unitech and Ansals are the major players in this sector

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BALANCE SHEET
(in crs.)

Mar ' 11

Mar ' 10

Mar ' 09

Mar ' 08

Mar ' 07

Sources of funds Owner's fund Equity share capital Share application money Preference share capital Reserves & surplus 523.26 8,758.61 487.76 225.20 7,415.47 324.68 2,534.89 324.68 1,819.14 162.34 998.66

Loan funds Secured loans Unsecured loans Total 3,566.83 2,002.24 3,907.54 1,016.02 5,931.02 1,747.98 5,506.45 2,611.08 2,839.67 765.39

14,850.93 13,051.99 10,538.56 10,261.35 4,766.06

Uses of funds Fixed assets Gross block Less : revaluation reserve Less : accumulated depreciation Net block 154.27 49.78 104.49 151.09 44.03 107.07 148.63 40.79 107.84 132.05 35.96 96.08 99.87 30.24 69.63

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Mar ' 11 Capital work-in-progress Investments

Mar ' 10

Mar ' 09 8,688.46 1,954.94

Mar ' 08 7,083.41 1,397.99

Mar ' 07 4,408.59 518.93

10,870.28 9,666.03 2,054.02 1,654.15

Net current assets Current assets, loans & advances Less : current liabilities & provisions Total net current assets Miscellaneous expenses not written Total 9,827.59 8,005.45 1,822.14 8,650.68 7,025.94 1,624.75 6,396.36 6,609.04 -212.67 8,749.17 7,065.30 1,683.87 4,017.01 4,248.10 -231.08 -

14,850.93 13,051.99 10,538.56 10,261.35 4,766.06

Notes: Book value of unquoted investments Market value of quoted investments Contingent liabilities 2,054.12 1.44 1,805.68 1,652.62 0.01 1,649.94 1,953.41 0.01 4,227.29 1,396.47 0.02 2,325.69 301.22 0.02 1,640.51

Number of equity sharesoutstanding (Lacs)

26163.01

24388.01

16233.75

16233.75

8116.88

25

CASH FLOW

Mar ' 11

Mar ' 10

Mar ' 09

Mar ' 08

Mar ' 07

Profit before tax

728.17

715.44

956.64

1,365.51

1,344.83

Net cashflow-operating activity

-927.13

-2,706.17

826.31

-3,686.44

-1,755.68

Net cash used in investing activity

-71.14

249.96

-42.41

-771.21

-117.32

Netcash used in fin. activity

1,054.09

2,562.48

-1,051.93

4,033.01

2,508.19

Net inc/dec in cash and equivlnt

55.83

106.28

-268.03

-424.64

635.19

Cash and equivalnt begin of year

209.43

103.15

371.18

795.82

160.63

Cash and equivalnt end of year

265.26

209.43

103.15

371.18

795.82

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RATIOS

Mar ' 11 Per share ratios Adjusted EPS (Rs) Adjusted cash EPS (Rs) Reported EPS (Rs) Reported cash EPS (Rs) Dividend per share Operating profit per share (Rs) Book value (excl rev res) per share (Rs) Book value (incl rev res) per share (Rs.) Net operating income per share (Rs) Free reserves per share (Rs) Profitability ratios Operating margin (%) Gross profit margin (%) Net profit margin (%) Adjusted cash margin (%) 17.68 17.19 29.72 3.80 0.22 0.24 1.95 1.98 0.10 0.90 35.48 35.48 5.12 32.35

Mar ' 10

Mar ' 09

Mar ' 08

Mar ' 07

2.14 2.16 2.23 2.26 0.20 2.86 32.41 32.41 7.58 27.08

4.36 4.42 4.56 4.62 0.10 6.18 17.61 17.61 10.89 11.67

4.17 4.22 6.35 6.40 0.25 7.92 13.21 13.21 15.32 10.42

11.01 11.07 12.12 12.17 0.50 17.10 14.30 14.30 30.08 10.28

37.75 37.43 24.77 24.01

56.73 56.16 30.54 29.65

51.67 51.33 39.41 26.20

56.83 56.64 39.22 35.82

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Mar ' 11 Adjusted return on net worth (%) Reported return on net worth (%) Return on long term funds (%) Leverage ratios Long term debt / Equity Total debt/equity Owners fund as % of total source Fixed assets turnover ratio Liquidity ratios Current ratio Current ratio (inc. st loans) Quick ratio Inventory turnover ratio Payout ratios Dividend payout ratio (net profit) Dividend payout ratio (cash profit) Earning retention ratio 5.96 5.88 48.13 1.23 1.18 1.23 721.40 0.56 0.59 62.50 8.69 0.63 5.49 4.16

Mar ' 10 6.59 6.88 8.26

Mar ' 09 24.76 25.86 17.13

Mar ' 08 31.56 48.07 16.09

Mar ' 07 76.98 84.71 30.56

0.59 0.62 61.61 12.24

2.36 2.69 27.13 11.89

3.07 3.79 20.89 18.83

3.08 3.11 24.35 24.45

1.23 1.19 1.23 878.20

0.96 0.84 0.96 279.75

1.24 1.02 1.24 262.76

0.94 0.93 0.93 85.69

10.44 10.33 89.10

3.23 3.19 96.63

4.60 4.56 92.99

4.82 4.80 94.69

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Mar ' 11 Cash earnings retention ratio Coverage ratios Adjusted cash flow time total debt Financial charges coverage ratio Fin. charges cov.ratio (post tax) Component ratios Material cost component (% earnings) Selling cost Component Exports as percent of total sales Import comp. in raw mat. Consumed Long term assets / total Assets Bonus component in equity capital (%) 0.59 0.42 0.38 0.57 60.45 85.29 1.86 2.57 53.44

Mar ' 10 89.22

Mar ' 09 96.67

Mar ' 08 93.08

Mar ' 07 94.72

9.33 3.02 2.59

10.69 2.29 2.04

11.85 3.59 3.64

4.01 7.50 6.10

2.90 0.77 1.37 0.56 64.85

1.17 0.92 0.09 0.62 51.27

1.06 0.47 0.49 51.27

3.29 0.53 0.08 0.55 2.54

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WORKING CAPITAL ANALYSIS

Concept of working capital has its own importance in a going concern in the smooth running of a business. It is useful both for the financial management and for the executives of an undertaking. Usually, the working capital balance of a going concern has a positive value but often the uses of working capital exceed the sources of working capital. In efficiently, managed companies, such deficits are soon offset by gain in the following periods. A study of the causes of changes in the uses and sources of working capital is necessary to observe whether working capital is serving the purpose for which it has been created or not. This involves the basic approach to working capital analysis. The analysis of working capital can be made either through 1. Ratio Analysis 2. Fund Flow Analysis

The ratio analysis of working capital helps the management in checking upon the efficiency for which the working capital is being used in the business. The important ratios are: A. Debt- Equity Ratio - It is the ratio between the debt and equity. It explains what is the ratio of debt and equity in the companys capital.

Debt Debt Equity Ratio = -------------------------Equity

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B. Current Ratio It is the ratio between the current asset and current liabilities. It measures the ability for the company to pay its short-term debts.

Current Assets Current Ratio = --------------------------Current Liabilities

C. Acid Test Ratio It is the ratio between the quick asset and current liabilities. It promises strong financial position. Liquid Assets Acid test ratio = --------------------------Current Liabilities

D. Cash Ratio It is the ratio between current asset and cash. It promises availability of cash to meet day-to-day requirements. Higher ratio shows idleness of fund.

E. Ratio of Current Liabilities to Tangible Assets The ratio is the relation between the current liabilities to the total net worth of the company. This shows a comparison between funds contributed by the short-term creditors and those contributed by owners.

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The Return on Capital Employed is fluctuating in nature. This is unfavorable for Companys image as it may result in decrease in the confidence among the investors about the companys performance, as investors invest in those companies which more often have a constant ROCE or whose ROCE keeps on increasing. The company should take measures to improve it's Return on Capital Employed, so that the investors and the shareholders regain the confidence in the company

WORKING CAPITAL ANALYSIS AT Unitech Corporate Parks PLC

CURRENT RATIO It measures the short term solvency of the firm, its ability to meet short term obligations which indicate the rupees of current assets available for each rupee of the current liability. It is a margin of safety for creditors. The current ratio of 2:1 has been considered satisfactory. The Industry does not maintain the ideal 2:1 ratio because it is a high investment sector and majorly works with loans and debts.

QUICK RATIO
Quick Assets: includes all current assets other than stock and prepaid expenses. It is widely available test of measure of liquidity position of the firm. It is superior to the current ratio test .The Quick Ratio of 1:1 is considered to be satisfactory as a firm can easily meet all current claims. While calculating it, prepaid expenses and inventory are excluded from current assets. The Industry does not maintain the ideal 1:1 ratio because it is a high
32

investment sector and majorly works with loans and debts. However during the peak period it reached near to the desired.

CASH RATIO
The Industry does not maintain a high ratio because it is a high investment sector and majorly works with loans and debts.

PROFITABILITY RATIOS GROSS PROFIT RATIO

It measures the percentage of each sales rupee remaining after the firm has paid for its goods. The Gross profit increased due to the decrease in the raw materials and Manufacturing expenses.

OPERATING PROFIT RATIO

The operating Expenses does not change significantly hence it follows a same trend as Gross profit

RETURN ON INVESTMENT RATIO

Initially, the company had a low ROI, but later on the ROI kept on increasing and later on it felt to 25%, meaning that the return on investment is decreasing when compared to the previous years. So the investors might look out for an opportunity to invest in other stocks. During the Boom in the real estate market, Unitech gave a very high return on Investment, but with the slowdown hitting the Indian Economy, the ROI fell down tremendously.

33

RETURN ON CAPITAL EMPLOYED

The Return on Capital Employed is fluctuating in nature. This is unfavorable for Companys image as it may result in decrease in the confidence among the investors about the companys performance, as investors invest in those companies which more often have a constant ROCE or whose ROCE keeps on increasing. The company should take measures to improve it's Return on Capital Employed, so that the investors and the shareholders regain the confidence in the company.

NET PROFIT TO NET WORTH

This ratio is used to analyze the ability of the firm's management to realize an adequate return on the capital invested by the owners of the firm. Tendency is to look increasingly to this ratio as a final criterion of profitability. With the slowdown in the real estate market, the net profits of the company have fallen. The Net Worth of the company has risen tremendously but the profits of the company have not increased in lines with the Net worth and hence the ratio has fallen.

EARNING PER SHARE

EPS shows the portion of company's profit allocated to each outstanding share of common stock. It is the Indicator of companys profitability and Stock split.

34

DIVIDEND PER SHARE

62 DPS shows how much the shareholders were actually paid by way of dividends. Like EPS, there is a constant decrease in DPS over the years. DPS shows how much the shareholders were actually paid by way of dividends. Like EPS, there is a constant decrease in DPS over the years.

DIVIDEND PAYOUT RATIO

It measures the relationship between the earning belonging to the ordinary shareholders and the dividend paid to them.

RETENTION RATIO
Retention Ratio indicates what percentage share of the net profits is retained in the business.

DIVIDEND YIELD RATIO

A financial ratio that shows how much a company pays out in dividends each year relative to its share price. Dividend Yield Ratio has almost reached zero in the later years.

TURNOVER RATIOS INVENTORY TURNOVER RATIOS

Stock turn over ratio / Inventory turn over ratio indicates the number of time the stock has been turned over during the period and evaluates the efficiency with which a firm is able to manage its inventory. The Inventory T/o Ratio has increased from 16 to 57 in the given period. This is largely due to decrease in the inventory level of the company
35

DEBTORS TURNOVER RATIOS

Debtors turnover ratio or accounts receivable turnover ratio indicates the velocity of debt collection of a firm. The Debtors T/o Ratio has gone down considerably which is not good. A high Debtors T/o Ratio reflects the liquidity position of a company to meet its short term obligations.

WORKING CAPITAL TURNOVER RATIO

Negative working capital means that a company currently is unable to meet its short-term liabilities with its current assets In the real estate companies, products are delivered and sold to the customer before the company ever pays for them and hence these companies do not feel the need to maintain huge Current Assets. Only in the year, 2008 the company had a positive working capital as the company had generated huge current assets from selling it's products.

CAPITAL TURNOVER RATIO

Capital turnover is used to calculate the rate of return on common equity, and is a measure of how well a company uses its stockholders' equity to generate revenue. The higher the ratio is, the more efficiently a company is using its capital. As the ratio is falling in the years, the company is becoming less efficient. It might lead to the outflow of the investors funds from the company.

36

SOLVENCY RATIO DEBT TO EQUITY RATIO

It Indicates the relative proportions of debt and equity in financing the assets of the firm, Largely financed by the creditors of the firm, Capital intensive in nature and New strategy adopted to tackle high debt.

PROPRIETARY RATIO (%)

It Indicates to what extent of the total assets is financed through the owners capital This ratio does not give a good picture .Highly dependent on external funding.

CAPITAL GEARING RATIO (%)

It shows the relationship between equity share capital including reserves and surpluses to preference share capital and other fixed interest bearing loans. Company is highly geared have Burden of interest and loan repayment and Might have problems getting loans in the future.

37

PROFIT AND LOSS ACCOUNT

Mar ' 11 Mar ' 10 Mar ' 09 Mar ' 08 Mar ' 07 Income Operating income Expenses Material consumed Manufacturing expenses Personnel expenses Selling expenses Adminstrative expenses Expenses capitalised Cost of sales Operating profit Other recurring income Adjusted PBDIT Financial expenses Depreciation 3.92 884.14 115.41 5.70 94.14 58.45 920.51 93.18 14.37 64.70 23.87 568.06 106.44 16.41 49.83 45.57 981.25 98.43 11.90 64.51 78.97 853.98 65.62 13.13 42.35 1,340.41 1,849.49 1,767.27 2,486.79 2,441.74

1,103.31 1,151.22 764.62 237.10 375.50 612.60 329.21 6.68 698.28 347.08

1,201.68 1,054.04

1,002.64 1,285.11 1,387.69 654.53 128.40 65.66

1,045.36 1,657.17 1,413.51 1,453.35 346.70 5.95 722.12 10.04 393.38 8.58 193.71 4.54

38

Mar ' 11 Mar ' 10 Mar ' 09 Mar ' 08 Mar ' 07 Other write offs Adjusted PBT Tax charges Adjusted PAT Non recurring items 276.71 218.09 58.62 451.46 692.71 171.13 521.58 22.72 -18.83 525.47 925.01 216.98 708.03 31.63 739.66 -

1,011.55 1,255.11 334.83 676.72 353.96 -0.38 361.27 893.84 89.72 0.44

Other non cash adjustments -1.84 Reported net profit Earnigs appropriation Equity dividend Preference dividend Dividend tax Retained earnings before 508.24

1,030.30 984.00

2,343.11 2,062.25 2,133.69 1,464.51 1,119.29 26.16 4.24 48.78 8.10 20.44 3.47 40.58 6.90 40.58 6.90

2,312.70 2,005.37 2,109.77 1,417.03 1,071.81

39

AUDITORS REPORT
Year End : Mar '11 1. We have audited the attached Balance Sheet of Unitech Limited (the ''Company'') as at 31st March 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto, in which are incorporated the unaudited returns of Libya Branch (the ''Branch'') (refer Note No. 2 of Schedule 16). These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor''s Report) Order, 2003 (''the order''), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (''the Act''), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order except in respect of the Branch. 4. Further to our comments in the Annexure referred to above, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. (ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books and proper unaudited returns received by us from the Branch
40

not visited by us. (iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the unaudited returns from the branch. (iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act. (v) On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act. (vi) Without qualifying our opinion, we draw attention to (a) Note No. 2 of Schedule 16 regarding the Branch and consequential loss thereof, if any; (b) Note No. 15 of Schedule 16 regarding advances against projects pending commencement, though unsecured and unconfirmed, are considered good by the management and we have relied on management contention; (c) Note No. 16 of Schedule 16 regarding Advances recoverable, though unsecured and unconfirmed, are considered good by the management and we have relied on management contention. (vii) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and schedules 1 to 16, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; (b) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and (c) In the case of the Cash Flow Statement, of the cash flows for the
41

year ended on that date. ANNEXURE TO THE AUDITORS'' REPORT (Referred to in Paragraph 3 of the Auditors'' Report of even date to the members of Unitech Limited on the financial statements for the year ended 31st March, 2011) In terms of information and explanations given to us and the books and records examined by us, we report that: (i) In respect of its fixed assets: a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b. The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to this programme, certain fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification. c. Fixed Assets disposed off during the year were not substantial and therefore, do not affect the going concern assumption. (ii) In respect of its inventories: a. The inventories also include Project in Progress. The procedures of physical verification of the above in phased manner followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. c. In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material.
42

(iii) The Company has not granted any loans secured or unsecured to companies, firms or the other parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of paragraph 4(iii)(b), (c) & (d) are not applicable. During the year the Company has taken unsecured loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 259.75 Crores and the year end balance of loan taken was Rs. 10.60 Crores. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from company, listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company. Further, the company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest. (iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company. (v) a. According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act, have been so entered. b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act, and exceeding the value of Rs. 5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. (vi) In our opinion and according to the information and explanations given to us, the Company has generally complied with the provisions of Sections 58A & 58AA and other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the
43

deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal, on the Company in respect of deposits accepted. (vii) The Company has an internal audit system commensurate with the size and nature of its business. (viii) We are informed that the Central Government has not prescribed the maintenance of cost records for any of the Company''s products under Section 209(I)(d) of the Act. Accordingly paragraph 4 (viii) of the order is not applicable. (ix) In respect of statutory dues: According to the information and explanations given to us in respect of statutory dues: a. The Company is generally regular in depositing undisputed statutory dues, wherever applicable with appropriate authorities during the year. b. No undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax and cess were in arrears, as at 31.03.2011 for a period of more than six months from the date they became payable. c. The following dues have not been deposited by the company on account of disputes, since the appeals are pending before the relevant authorities.

44

Name of the Statute

Nature of dues

Financial Year/Period

Amount (Rs. in Crores)

Forum where dispute is pending Commissioner of Income Tax (Appeals)

Income Tax Act, 1961

Income Tax Matter under dispute

Assessment Year 2005-06

0.74

Service Tax Act, 1994

Service Tax Demand

01-12-2005 to 31-07-2007

0.86

Commissioner, Central Excise(Adj.) New Delhi and Hon''ble Delhi High Court, Delhi

Total

1.60

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year. (xi) On the basis of audit procedures performed by us and according to the information, explanation and representations given to us by the management, the Company had delayed in certain repayments of dues (including interest) to banks and financial institutions. The delayed principal amount and the interest aggregated to Rs. 141.37 crores and Rs. 29.39 Crores respectively and delays range from 1 day to 106 days. (xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and 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 Benefit Fund / Society. Accordingly, paragraph 4 (xiii) of the
45

Order, is not applicable. (xiv) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, paragraph 4 (xiv) of the Order is not applicable. (xv) The Company has given corporate guarantees amounting to Rs. 1281.36 Crores for loans taken by its subsidiaries and associates from banks and financial institutions. The terms and other conditions, in our opinion, are not prima facie prejudicial to the interest of the company. (xvi) According to the information and explanations given to us and records examined by us, the term loans have generally been applied for the purpose for which they were raised. (xvii) According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets. (xviii) During the year, 177,500,000 Warrants were converted into equal number of equity shares of Rs. 2/- each at a premium of Rs. 48.75 per share in compliance with the SEBI (Issue of Capital and Disclosure) Regulations, 2009 which resulted in increase in the paid-up capital of the Company by Rs. 35.50 Crores. Hence, at the end of the year, the Company had no warrants outstanding for conversion. (xix) According to information and explanations given to us, during the year covered by our audit report, the company has not issued any debentures. (xx) The company has not raised any money by way of Public Issue during the year. (xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.
46

For Goel Garg & Co., Chartered Accountants FRN : 000397N (J. L. GARG) Partner Membership Number: 5406 Place: New Delhi Dated: 29th May, 2011

47

DIRECTORS REPORT
FINANCIAL HIGHLIGHTS AND OPERATIONS The total income of your Company for the year under review is Rs. 21,681.34 million. The real estate division contributed Rs. 16,931.48 million in the revenues of your company for the year, whereas the construction division put in Rs. 348.29 million. The revenues from consultancy segment for the year were Rs. 778.76 million. On consolidated basis, the total income of your Company and its subsidiaries stands at Rs. 32,921.20 million. The consolidated profit before tax (PBT) stood at Rs. 8,515.60 million. The consolidated profit after tax (PAT) stood at Rs. 5,811.79 million. The earning per share (EPS), on an equity share having face value of Rs. 2/-, stands at Rs. 2.24 considering the total equity capital of Rs. 5,232.60 million. KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS Some of the key highlights pertaining to the business of your Company, including its subsidiaries and joint venture Companies, for the year 2010- 11 and period subsequent thereto are given hereunder: - New Project Launches and Sales During the year 2010-11, your Company launched new projects totaling an area of 10.4 million square feet across different cities in India. Of the total area launched in 2010-11, 3.9 million sqft was launched in Gurgaon, 2.2 million sqft in Noida and Greater Noida, 1.4 million sqft in Chennai, 1.3 million sqft in Kolkata and 1.6 million sqft in other cities. The Company received sales bookings for a total area of 9.16 million
48

sqft during 2010-11 valued at Rs. 43,236.52 million. With a share of 48%, Gurgaon had the largest share of sales, followed by Noida and Greater Noida with 20%, Chennai with 11%, Kolkata with 10% and other cities with 11%. In terms of segment wise sales, 83% of the area sold was from the residential segment while 17% was from non-residential. In value terms, share of non-residential segment was slightly higher at 24% due to higher average realisation of Rs. 6,585 per sqft as compared to an average realisation of Rs. 4,341 per sqft of residential segment. - Commercial Leasing Business A total of approximately 2.5 million square feet of space was leased out during 2010-11 in the IT/ITeS projects that are being developed by the Company in Gurgaon, Noida & Kolkata with this the total leased area increased to 4.9 million sqft. - Project Execution and Delivery Unitech delivered 4.25 million sqft of completed property during the year. Company currently has about 80 ongoing projects covering a total of approx. 40 million sqft of area to be constructed and delivered in the coming years. In order to efficiently execute the much higher scale of projects across markets, Unitech had to substantially upgrade its operations. In 2010-11, a lot of effort has gone into further enhancing the Company''s internal execution capabilities. - Enhancing Execution Capabilities/ Capacity Building Capacity building has been a key focus area for the Company during the year. On the one hand, various measures being undertaken to enhance internal capabilities focus on reducing construction time as well as cost. On the other hand, there is also a concerted effort at increasing
49

controls and supervision to deal more efficiently with project related issues across geographies. Some of the initiatives taken are product standardisation, process changes, inhouse architectural and engineering design, expansion of contractor base and higher mechanization. - Scheme of Arrangement The scheme of arrangement under section 391-394 of the Companies Act, 1956 for the amalgamation of two wholly owned subsidiaries of the Company i.e. Aditya Properties Private Limited and Unitech Holdings Limited with the Company and for the De-merger of infrastructure undertaking (post- merger) of Unitech Limited into its wholly owned subsidiary i.e. Unitech Infra Limited, duly approved by shareholders and creditors in their meetings, was filed with Hon''ble High Court of Delhi and is pending for its approval. More details about the business and operations of your Company are provided in the Report on Management Discussion and Analysis forming part of this Report. DIVIDEND Keeping in view the current economic scenario and the future funds requirements of the Company, your Directors have recommended a dividend @ Re. 0.10 per share on an equity share of Rs. 2/- each fully paid- up (i.e. 5%) for the year ended 31st March, 2011, as against a last year dividend of 10% (Re. 0.20 per share). The dividend, if approved, will be paid: (i) to those members, holding shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on 29th August 2011, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before 12th August 2011 and
50

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company as at the close of business hours on 12th August 2011. SUBSIDIARIES There are 293 Subsidiary Companies as on 31st March, 2011. The financial details of the subsidiary companies as well as the extent of holdings therein are provided in a separate section of this Annual Report. The Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated 8th February 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company. Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 29th May 2011 has given their consent, for not attaching the Annual Accounts of the Subsidiary Companies with that of the Holding Company. Accordingly, Balance Sheet, Profit & Loss Account, Directors'' Report and Auditors'' Report of the Subsidiary Companies and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned. Further, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report. CONSOLIDATED FINANCIAL STATEMENT

51

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investements in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements forms part of this Annual Report. CHANGES IN CAPITAL STRUCTURE Authorised Share Capital The authorised share capital of your Company is Rs. 10,000 million divided into 4,000,000,000 equity shares (4,000 million) of Rs.2/- each and 200,000,000 preference shares (200 million) of Rs. 10/- each. Issued and Paid-up Share Capital The Company had, pursuant to the special resolution passed in the EGM held on 16th June, 2009, allotted 227,500,000 warrants, convertible into equal number of equity shares of Rs. 2/- each at a premium of Rs. 48.75 per share to Harsil Projects Private Limited, a promoter group Company on 29th June 2009. As on 1st April, 2010, 177,500,000 such warrants were outstanding and the same got converted in four tranches during the year 2010-11 into equal number of equity shares of the Company of face value of Rs. 2/each at a price of Rs. 50.75 per equity shares (including a premium of Rs. 48.75 per equity shares), as per details below : Date of conversion of warrants 02.06.2010 No. of warrants converted into equal number of equity shares 59,056,781
52

18.06.2010 22.12.2010 27.12.2010

20,000,000 39,408,867 59,034,352

Accordingly after the above said allotments, the issued and paid-up share capital of your Company stood at Rs. 5,232,602,094/- comprising of 2616301047 equity shares of Rs. 2/- each as at 31st March 2011. DIRECTORS In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. G.R. Ambwani and Mr. Sanjay Bahadur are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The brief resume and other details of the above directors, as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report. DIRECTORS'' RESPONSIBILITY STATEMENT As required under Section 217(2AA) of the Companies Act, 1956, your directors, based on the information and representations received from the operating management, confirm that: i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed with proper explanation relating to material departures, if any; ii) the Directors have selected such accounting policies and applied
53

them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; iv) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2011 on a going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given seperately forming part of this Report. REPORT ON CORPORATE GOVERNANCE Committed to good corporate governance practices, your company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all of its major stipulations. The requisite Certificate issued by M/s Sanjay Grover and Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

54

SOCIAL RESPONSIBILITY The Company conducts its business in a way that creates social, environmental and economic benefits to the communities in which it operates and the Company has always been earnest for contributing towards the betterment of society through various welfare initiatives viz. providing education, skill development and healthcare for the underprivileged section of the society. Some of such CSR initiatives are highlighted hereunder: - Safety Measure at the Construction Site - The Company ensures stringent safety regulations, conducive work environment, clean drinking water, crche facilities for more than 22,000 workers at the various construction sites across India. - Education - Unitech''s schools of learning called "Shikshantar" with excellent academic faculty at the helm, provide holistic education to children from all backgrounds. - Rainwater Harvesting - All townships and projects developed by the Company have rainwater harvesting facilities. Unitech is committed to best practices that help maintain the water table and encourage recycling. - Social Forestry - To affirm its concern for environmental sustainability, Company''s brand is associated with ''green'' and the Company ensures plantation on a continuous basis in and around all our locations. AUDITORS AND AUDITORS'' REPORT The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible are recommended for re-appointment. A certificate from the
55

auditors has been received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. M/s A. Zalmet, Certified and Legal Public Accountant, Libya who had been appointed as Branch Auditors for Libya Branch of your Company will also retire at the ensuing Annual General Meeting and being eligible is recommended for re-appointment. The Auditors, without qualifying the Auditors'' Report, have drawn attention on few items and the Board''s responses on them are as follows: - Refer point 4(vi) (a) of the Auditors'' report - Due to ongoing civil war and internal conflicts in Libya, the Company had to abandon its branch operations during the financial year 2010-2011. The Company''s contractors situated in Europe have already commenced the procedures under international law for "Force Majeure" for compensation/ estimation of amounts due by the Libyan Government, these would materialize in due course of time and the management does not envisage any loss at this stage. - Refer point 4(vi) (b) & (c) of the Auditors'' report - The management is of the opinion that advances against projects pending commencement and advances recoverable, are in the normal course of business and even though unsecured and unconfirmed are considered good. - Refer point (xi) of the Annexure to the Auditors'' Report - During the year under review, there had been some delays in re-payments of dues to the Banks and Financial Institutions due to slow down in the real estate business. However, the management opines that with improved business scenario, the company will be able to meet its obligation in time.

56

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable. Foreign Exchange Earnings and Outgo Activities relating to exports, initiatives to increase exports, Development of new export markets for products and services and Export plans: The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. 51.57 million and Rs. 176.98 million as compared to Rs. 253.43 million and Rs. 63.964 million in the previous year respectively. FIXED DEPOSITS Your Company has Fixed Deposits to the tune of Rs. 9,333.282 million as on 31st March, 2011. 1427 deposits aggregating Rs. 84.279 million were due for renewal/repayment on or before 31st March, 2011 against which no communication was received from the deposit holders.
57

PARTICULARS OF EMPLOYEES In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees forms a part of this Report. However, as per the provision 219(1) (b)(iv) of the Companies Act, 1956, the 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 Secretary at the registered office of the Company. This statement shall also be available for inspection at the registered office of the Company during the working hours upto the date of the Annual General Meeting. ACKNOWLEDGEMENTS The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company and its subsidiaries during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders and deposit holders for their continued patronage. For and on behalf of the Board of Directors Ramesh Chandra (Chairman) Place: New Delhi Date: 29th May 2
58

CORPORATE SOCIAL RESPONSIBILITY

The Company conducts its business in a way that creates social, environmental and economic benefits to the communities in which it operates and the Company has always been earnest for contributing towards the betterment of society through various welfare initiatives viz. providing education, skill development and healthcare for the underprivileged section of the society. Some of such CSR initiatives are highlighted hereunder:

- Safety Measure at the Construction Site - The Company ensures stringent safety regulations, conducive work environment, clean drinking water, crche facilities for more than 22,000 workers at the various construction sites across India.

- Education - Unitech''s schools of learning called "Shikshantar" with excellent academic faculty at the helm, provide holistic education to children from all backgrounds.

- Rainwater Harvesting - All townships and projects developed by the Company have rainwater harvesting facilities. Unitech is committed to best practices that help maintain the water table and encourage recycling.

- Social Forestry - To affirm its concern for environmental sustainability, Company''s brand is associated with ''green'' and the Company ensures plantation on a continuous basis in and around all our locations.

59

MERGERS AND ACQUISITION

Unitech Ltd acquires Unitech Corporate Parks PLC Jul 27, 2010 Unitech Ltd spins off Unitech Infra Ltd Apr 20, 2010

Telenor ASA acquires a minority stake in Unitech Wireless Ltd Jan 08, 2010 from Unitech Ltd Harsil Projects Pvt Ltd acquires a minority stake in Unitech Ltd Undisclosed Acquiror acquires Unitech Ltd-Office Building from Unitech Ltd Jun 29, 2009 May 21, 2009

Investor Group acquires a minority stake in Unitech Corporate Apr 15, 2009 Parks PLC from Unitech Ltd

Unitech Ltd seeking buyer for Unitech Wireless-Telecom Equip

Mar 31, 2009

Telenor ASA acquires a minority stake in Unitech Wireless Ltd Mar 23, 2009 from Unitech Ltd Unitech Ltd seeking buyer for minority stake in Unitech LtdTelecommunications Oct 24, 2008

Prakausali Invest(India)Pvt intends to acquire a minority stake Dec 27, 2005 in Unitech Ltd

60

Prakausali Invest(India)Pvt acquires a minority stake inUnitech Ltd

Dec 14, 2005

Unitech Ltd acquires a minority stake in Home Solutions Retail Nov 22, 2005 Ltd from Pantaloon Retail(India)Ltd (pending) Unitech Ltd acquires Unitech Hyundai Elec Trans Pvt (pending) Credit Lyonnais(S)Merchant acquires a minority stake in Unitech Ltd RDC Concrete Pte Ltd acquires Unitech Prefab Ltd(Unitech) from Unitech Ltd Anant Raj Agencies Pvt Ltd acquires a minority stake in Unitech Ltd Sterlite Industries India Ltd acquires Unitech Hyundai Elec Trans Pvt from Unitech Ltd (pending) Feb 08, 2005 Jun 27, 2003 Mar 07, 2002 Nov 22, 2001 Jul 07, 2000

Resources Development Corp Ltd acquires a minority stake in May 26, 1995 Unitech Prefab Ltd(Unitech) from Unitech Ltd

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Conclusion
In the years ahead, the Commercial Real industry in India has to overcome various challenges with respect to housing, environment, transportation, power or natural hazards. Commercial Real Estate industry is growing at a faster rate in the India. The gains of large investments in the mega-projects eventually will feedback to the construction industry itself in the form of better economy and improved work conditions. The outstanding performance under demanding situations in the past will stand in good stead and give confidence to the Indian real industry to bring about an overall development in the infrastructure of the nation. we can conclude that the investment in UNITECH LTD Is beneficial because the company is profit making and growing at a faster rate. The Net Profit of the company is increasing and the Price Earning ratio is also higher

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