DIRECTORS' REPORT

TO

THE MEMBERS,

UNITY INFRAPROJECTS LIMITED

The Directors are pleased to present their 18thAnnual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2015.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:

The infrastructure segment continued to be sluggish due to policy inaction and liquidity constraints. Project execution continued to be slow due to delays in funding. Interest and Finance costs continued to be high. The backlog at stalled project sites created due to severe liquidity crisis continued to adversely affect project execution. The Company was affected due to resource crunch, delays beyond the control of the Company such as delays in land acquisition, municipal permission, approval of designs by client, and over and above scarcity in availability of labour and materials thereby widening the gap between the planned outlay and actual spending. Order intake remained sluggish, since many of the stalled projects are yet to be kick-started. Projects already awarded are generally progressing slowly due to various continuing problems on ground, which remain unresolved over the years leading to cost escalations which remain unpaid.

The Indian economy continued to face troubled times with the depreciating rupee, high inflation and endemic liquidity problems. Policy indecisiveness, scarce financial resources, inflationary pressures, project delays due to unexpected developments, bureaucratic hurdles and other similar factors continued to create innumerable difficulties to both, the sector and the Company. The year 2014 was another challenging year for EPC companies and your Company was no exception.

The Company is exploring several options for overcoming the liquidity crisis.During the period under review the Company focused on realizing long pending receivables, arbitration awards, retention moneys. A few projects were concluded and moneys are being realized. The Order book as on 31st March, 2015 stood at Rs.2434.7Crore.

Your Directors continue to believe in the long-term potential of India's infrastructure space. With a new and progressive government at the Centre, the situation is likely to improve.We are hoping the government will come up with a clear cut road-map for implementing the policies. The government is expected to provide an environment conducive for growth investments, with major reforms in infrastructure sector, enabling all-round growth. Going forward, our focus will be to consolidate existing opportunities and leverage new possibilities.

OPERATIONS:

The year under review the Turnover of the Company on a standalone basis stood at Rs. 77104.63 Lacs, as compared to Rs. 189550.45 Lacs during the previous period. The Company posted a Net Loss after Tax of Rs. 34006.16 Lacs as against a Net Profit after Tax of Rs. 634.58 lacs during the previous period ended 31st March, 2014.

On a Consolidated basis, Turnover of Unity Group stood at Rs. 105651.38 Lacs as compared to Rs. 230203.1 6 Lacs for the previous period. The Group posted a Net Loss after Tax of Rs. 34152.21 Lacs during the financial period ended 31st March, 2015, as against a Net Profit after Tax of Rs. 397.25 Lacs during the previous period ended 31st March,2014

REFERENCE TO CDR

The Company made a reference to Corporate Debt Restructuring ("CDR") Cell for comprehensive debt restructuring of the Company's debts through CDR mechanism. The CDR Empowered Group (hereinafter referred to as CDR - EG), at its meeting held on 16th December, 2014, approved the CDR Scheme and communicated to the Company by the Corporate Debt Restructuring Cell (the "CDR Cell") vide Letter of Approval dated December, 26, 2014 bearing reference number BY.CDR(PMJ)/No. 662/2014-15 (the "CDR LOA"). The scheme is under implementation.

DIVIDEND:

As the Company is under a corporate debt restructuring, the Directors have not recommended any dividend for the financial year ended 31st March, 2015

PUBLIC DEPOSITS:

As on 31st March, 2015,the Company had no outstanding Fixed Deposits . The Company has neither accepted nor renewed any deposit during the financial year 2014-15 and in accordance with the provisions of Section 74(1)(b) of the Companies Act, 2013,repaid all its outstanding deposits as on 31st March, 2015 aggregating to Rs. 86.75 lacs.

DISCLOSURE UNDER SECTION 134(3)(1) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this Report, no material changes and commitment which could affect the Company's financial position have occurred between the end of the financial year and the date of this Report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Control with reference to financial statements as designed and implemented by the Company are adequate . During the financial year under review, no material or serious observations has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURT OR TRIBUNAL:

There are no significant and/or materials orders passed by the Regulator(s) or Court(s) or Tribubal(s) impacting the going concern status of the Company and its business operations in future.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year 2014-15, with related parties , as defined under Section 188 of the Companies Act, 2013 and thr rules made there under and Clause 49 of the Listings Agreement entered into by the Company with the Stock Exchanges, were in the ordinary course of business and on arm's length basis. Consequently no particulars in Form AOC2 have been furnished.

Furher during the year under review, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material.

PARTICULARS OF LOANS,GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013, have been provided in the Financial Statement which forms part of this Annual report.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act, read with Rule4(4) of the Companies(Share Capital and Debenture) Rules, 2014, has been furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act, read with Rule 8(13) of the Companies(Share Capital and Debenture) Rules, 2014, has been furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act, read with Rule 12(9)of the Companies(Share Capital and Debenture) Rules, 2014, has been furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act, read with Rule 16(4)of the Companies(Share Capital and Debenture) Rules, 2014, and hence no information has been furnished.

BOARD OF DIRECTORS:

Ashish Avarsekar Executive Director has resigned from the Board w.e.f. 1st July, 2014due to pre-occupation. He was promoter Director of the Company. The Board placed on record its deepest appreciation and gratitude for the everlasting contribution of Ashish Avarsekar Founder Director.

Vidya Avarsekar, who was appointed as an Additional Director on 28th March, 2015, holds the said office till the conclusion of the ensuing 18thAnnual General Meeting. The Company has received notice in writing along with deposit of requisite amount as per Section 160 of the Companies Act, 2013, from a member proposing the candidatures of Vidya Avarsekar for the office of Director liable to retire by rotation.

KEY MANAGERIAL PERSONNEL:

Pursunat to provisions of Section 203 of the Companies Act, 2013, Kishore Avarsekar-Chairman and Managing Director, Abhijit Avarsekar-Vice Chairman and Managing Director, Ashish Avarsekar Executive Director, Madhav Nadkarni, Chief Financial Officer, and Prakash Chavan Group Company Secretary and Head- Legal were designated as Key Managerial Personnel of theCompnay.

DECLARATIONS BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the Company has received individual declaration from all the Independent Directors, whose name are appended herein below, confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made there under to hold office of the Independent Directors of the Company. The Independent Directors, are not liable to retire by rotation pursuant to the provisions of Section 149,152 read with schedule IV and other applicable provisions of the Companies Act, 2013.

DISCLOSURE RELETED TO BOARD ,COMMITTEES AND POLICIES: NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met six ( 6) times during the financial year ended March 31, 2015viz. on May 29, 2014, August 12,2014, November 12, 2014, January 21,2015, February10, 2015, and March 28,2015, in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable in putes on the matters brought before the Board of Directors from time to time. Details information on the meetings of the board are included in the Report on Corporate Governance, which forms part of this Board's Report.

Additionally, during the financial year ended March 31,2015 , the Independent Directors held a separate meeting compliance with the requirements of Schedule IV of the Companies Act,2013 and Clause 49 (I I) (B)(6) of the Listing Agreement.

COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

An Audit Committee as constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013, comprises of Anil Joshi, (Chairman) , Girish Gokhale, Chaitanya Joshi, Dinesh Joshi (Independent Directors) and Abhijit Avarsekar Vice Chairman and Managing Director as Members of the Committee. All the recommendation made by the Audit committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee as constituted by the Board of Directors of the Company has in accordance with the provisions of Section 178(3) of the Companies Act, 2013,formulated necessary policy on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Directors have constituted a Corporate Social Responsibility ( CSR) Committee as per the provisions of Section 135 of the Companies Act, 2013. The Terms of Reference of the CSR Committee are to :

i. Formulate and recommend to the Board a Corporate Social Responsibility ( CSR) policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII and the prescribed Rules under Section 135 of the Companies Act, 2013;

ii. Recommend the amount of expenditure to be incurred on the activates referred to in point(i) above;

iii. Monitor the CSR Policy of the Company from time to time;

iv. Ensure disclosure of CSR Policy in the Boards' Report and on the website of the Company;

v. Ensure activities as included in CSR Policy are undertaken and are monitored regularly;

vi. Ensure the CSR spend is made in terms of Section 135(5) i.e. at least 2% of the average net profits of the Company made during the 3 annually preceding financial years.

The CSR Committee comprises of Girish Gokhale as Chairman and Kishore Avarsekar and Abhijit Avarsekar as members. The CSR Committee has met three (3) times during the financial year ended March 31, 2015viz. on August 12, 2014, November 19, 2014, and February21, 2015, wherein all members were present.

The Board has also framed a CSR Policy for the company on the recommendation of the CSR Committee. The Report on CSR activities as required under the Companies (Corporate Social Responsibility) Rules 2014 , including a brief outline of the Company's CSR Policy, total amount to be spent under CSR Policy for the financial year , amount unspent and the reasons for the unspent amount, is set out at Annexure-I forming part of this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee as constituted by the Board of Directors of the Company in accordance with the provisions of Section 178 (5) of the Companies Act, 2013, comprises of Girish Gokhale (Chairman), Anil Joshi, (Independent Directors) and Abhijit Avarsekar Vice Chairman and Managing Director as Members of the Committee

ANNUAL EVALUATION OF DIRECTORS,COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation ptocess has been explained in the Report on Corporate Governance , which forms par of this Report.

RISK MANAGEMENT POLICY:

The Board of Directors of the Company have approved Risk Management Policy and Guidelines, wherein all material risk faced by the Company are identified and assessed . Moreover in the said Risk Management Policy, the Board has defined a structured approach to manage uncertainty, cultivating the same in their decision making pertaining to business and corporate functions. For each of the risk identified, corresponding control as assessed and policies and procedures are put in place for monitoring mitigating and reporting risk on periodic basis.

VIGIL MECHANISM POLICY:

The Board of Directors of the Company have, pursuant to the provisions of Section 1 78(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Power ) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company, to report their genuine concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Section 4 of the Sexual Harassment of Workmen at Workplace ( Prevention, Prohibition &Redressal) Act,2013 and Rules made there under, the Board of Directors has constituted the Internal Complaints Committee( 'ICC') at the Registered office, and at all the Regional Offices of the company to deal with the complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace

SUBSIDIARIES:

As at 31st March, 2015, your Company had 17 subsidiary/step-down subsidiaries . As per Section 134 of the companies Act, 2013 your Company has provided the Audited consolidated financial statements for the year ended on 31st March, 2015; together with Auditor's Report thereon forming a part of this Annual Report., which includes financial information of all the subsidiaries . These documents will also be available for inspection during business hours at the Registered Office of your Company and also of the subsidiary companies concerned. A statement pursuant to the provisions of the Section 129(3) of the Companies Act, 2013 read with relevant rules in the prescribed form, AOC-1 showing financial highlights ofthe subsidiaries is attached to the consolidated financial statements and therefore not repeated here for the sake of brevity. The Annual Report of your company though does not contains full financial statements of the subsidiary companies and will make available, upon request byany shareholder of your company.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)( c ) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any.

• such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and the Profit and Loss of the Company for the year ended on that date;

• proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Annual Accounts have been prepared on a "going concern" basis;

• internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

• proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING FRAUDS:

There were no frauds reported by the Auditors under sub-section (12) of Section 143 of the companies ( Amendment) Act, 2015 to the Audit committee, Board of Directors or to the Central Government and hence no information has been furnished in this regard.

PARTICULARS OF EMPLOYEES :

The information as required under the provisions of Section 197(12) of the Companies Act, 2013and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, is provided in the Annexure forming part of this Report. In terms of Section136(1) of the said Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid annexure which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Compayup to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such Members may write to the Company Secretary in this regard.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

A separate report on Management's Discussion and Analysis (MDA)as stipulated under Clause 49 of the Listing Agreement forms a part of this Report.

CORPORATE GOVERNANCE :

A separate report on Corporate Governance along with Auditor's certificate on its compliance, have been furnished in this Annual Report and forms part of this Board Report.

CONSOLIDATED FINANCIAL STATEMENTS :

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards viz. AS-21, AS-23 and AS-27 prescribed by the Institute of Chartered Accountants of India, in this regard and forms part of this Annual Report.

AUDITORS AND THEIR REPORT:

The matters pertaining to Auditors and their Reports are appended below:

OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015:

The Auditor's report contains qualification, reservation and remark with respect to loans and advances given to related parties and loans and advances taken from other parties during the year under review. The note is self explanatory and after consultation with Auditors the management will take necessary steps to resolve the observations to the satisfaction of Audiotrs.

STATUTORY AUDITORS:

M/s C.B. Chhajed& Co., Chartered Accountants, baering Firm Registration No.101796W have been appointed as Statutory Auditors of the Company for a period of three (3) years from the conclusion of the 17th Annual General Meeting upto the conclusion of 19th Annual General meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014, their appointment as Statutory Auditors upto conclusion of 19th Annual General Meeting is required to be ratified by the members at every Annual General Meeting . Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of the ensuing 18th Annual General Meeting .

The consent of the Auditors along with certificate under Section 139 of the Companies Act, 2013 have been obtained from the Auditors to the effect that their appointment if made shall be in accordance with the prescribed conditions and they are eligible to hold office of Auditors of the Company.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company has appointed M/s Snehal Raikar & Co., Practicing Company Secretary as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year  2014-15.

The Report of Secretarial Audit for the financial year 2014-15 in Form MR-3 forms a part of this Board Report. As regards the observation made by Secretarial Auditor on secretarial and legal compliance and CSR spend in the said secretarial audit report, please refer Annexure- II Annual Report on CSR Activities, the Board of Directors have explained that due to cash flow liquidity during last two years and loss incurred by the Company in financial year 2014-15, the requires amount of CSR spend has not been carried out but the Company continued the on going projects with the minimum required spending. The management responsibility letter has been given for the compliances of the same.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Notifications/Circulars issued by the Ministry of Corporate Affainrs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 27th May, 2015 have appointed M/s. Ashwin Solanki& Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2015-16 to audit the cost record of materials, machineries being used at various sites.

A resolution for ratification of the payment to be made for such appointment is included in the Notice of the ensuing 18th Annual General Meeting.

EXTRACT OF ANNUAL RETURNS:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extraxt of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure-III which forms par of this Report.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956 there is no relevant amounts which remained unpaid or unclaimed for a period of 7 years and which required to be transferred by the Company to the Investors Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013read with Rule 8 of the Companies (Accounts) Rules, 2014in respect of conservation of energy, technology absorption, foreign exchange earnings, outgo etc are furnished in Annexure-IV which forms part of this Report.

ACKNOWLEDGEMENT :

Your Directors would like to express their since appreciation for the assistance and cooperation received from the financial institutions, banks, CDR Cell, Governmental authorities, regulators, customers, vendors/suppliers, and other statutory authorities and members during the year under review. Your Direcors take on record their deep sense of appreciation to the contribution made by the employees through their hard work, dedication, competence, support and cooperation during this difficult period in the performance of the Company.

Abhijit Avarsekar Vice

Chairman & Managing Director

For and on behalf of the Board of Directors

Kishore Avarsekar

Chairman & Managing Director

Date: 27/05/2015

Place: Mumbai