Dear Members,
The Directors have pleasure in presenting the 40th Annual Report of
your Company, together with the Audited Accounts for the year ended
31st March, 2011.
FINANCIAL RESULTS
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Amount in Rs. million)
Particulars 2010-11 2009-10
1. Total Income 21,681.34 22,217.14
Less: Operating Expenses 11,046.08 11,549.77
2. Gross Profit before Interest
and Depreciation 10,635.26 10,667.37
Less: i) Interest 3,286.74 3,453.54
ii) Depreciation 66.79 3,353.53 59.48 3,513.02
3. Profit before Tax 7,281.73 7,154.35
Less: Provision for Tax
i) Current 2,200.00 1,730.00
ii) Deferred (19.08) 2,180.92 (18.67) 1,711.33
4. Profit after Tax 5,100.81 5,443.02
Add/(Less):
i) Balance of Profit
as per last Balance Sheet 18,348.70 15,367.74
ii) Foreign Project
Reserve Written Back - 5.00
iii) Taxes Paid for
earlier years (Net of Provision) - (188.29)
iv) Debenture Redemption
Reserve written back 5,160.00 23,508.70 6,400.00 21,584.45
Balance available for
appropriation 28,609.51 27,027.47
5. Appropriations
i) Proposed Dividend 261.63 487.76
ii) Tax on Dividend 42.44 81.01
iii) Transfer to Debenture
Redemption Reserve - 8,110.00
iv) Transfer to General Reserve 64.15
v) Dividend paid for earlier years 18.44
vi) Balance carried over to
Balance Sheet 28,222.85 18,348.70
28,609.51 27,027.47
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
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
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
(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
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 No. of warrants converted
conversion into equal number of
of warrants equity shares
02.06.2010 59,056,781
18.06.2010 20,000,000
22.12.2010 39,408,867
27.12.2010 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
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.
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, crèche 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
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.
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.
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 2011
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