Final IM12Jan05

PRIVATE AND CONFIDENTIAL
PRIVATE & CONFIDENTIAL

MEANT FOR USE OF ADDRESSEE ONLY
SHELF INFORMATION MEMORANDUM

UNISION HOTELS LIMITED
(Incorporated on 18th April, 1994, under The Companies Act, 1956)
Registered Office: Plot No. 2, Nelson Mandela Road, Vasant Kunj, Phase II
New Delhi 110070
Tel No. 011-26705227, Fax No. 011-26705223 website:www.thegrandnewdelhi.com,
E.mail address : rajesh.rustagi@unisionhotels.com
PRIVATE PLACEMENT OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS.
10,00,000/- EACH FOR CASH AT PAR AGGREGATING TO RS.100 CRORES
General Risk
Investment in debt instruments involves a degree of risk and investors should invest any
funds in the issue only after reading the risk factors on page no. v to page no. vi in the
Information Memorandum carefully. For taking investment decision, investors must rely on
their own examination of the Issuer and the issue including the risk involved. The Securities
have not been recommended or approved by Securities and Exchange Board of
India(SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.
Issuers Absolute Responsibility
The issuer, having made all reasonable inquiries, accepts responsibility for and confirms
that this offer document contains all information with regard to the issuer and the issue,
which is material in the context of the issue, that the information contained in the
Information Memorandum is true and correct in all material aspects and is not misleading
in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which make this document as a
whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect
Listing
The Debentures of the Company are proposed to be listed on The Stock Exchange,
Mumbai.
Credit Rating:
CARE has assigned BBB. This rating indicates the sufficient safety for payment of
interest and principle and the instruments are considered to be investment grade.
DEBENTURE TRUSTEE : ARRANGER REGISTRAR TO THE ISSUE

UTI Bank Limited UTI Bank Limited MCS Limited
111, Maker Tower F, 111, Maker Tower F, Sri Venkatesh Bhavan,
Cuffe Parade, Colaba, Cuffe Parade, Colaba, Plot No.27,
Mumbai 400 005 Mumbai 400 005 Road No.11,M.I.D.C.,
Phone No. 22162684, 22162815 Phone No. 22162684, 22162815 Andheri (East)
Fax No. 22162467 Fax No. 22162467 Mumbai-400093
Email: Email: Phone No. 28201785/28372385
pawan.bansal@utibank.co.in pawan.bansal@utibank.co.in
Fax No. 022-28201783
Email : mcsmum@vsnl.com
Issue Opening Date: Issue Closing Date Deemed Date of Allotment
Issue Opening, closing and Deemed Date of Allotment of the respective issue will be informed
to the investors individually and will be attached to this IM as Annexure A
1
INDEX
CONTENTS PAGE NO.
DEFINITIONS & ABBREVIATIONS 3

RISK FACTORS & PROPOSAL TO ADDRESS THE RISK 5&6
HIGHLIGHTS 7
IMPORTANT NOTICE 7
PART - I
SR. NO. CONTENTS PAGE NO.

PART I
GENERAL INFORMATION 9
CAPITAL STRUCTURE OF THE COMPANY 12
TERMS OF THE PRESENT ISSUE 14
PARTICULARS OF THE ISSUE 21
ISSUER PROFILE 22
INDUSTRY SCENARIO AND ACTIVITIES OF THE ISSUER 26
STOCK MARKET DATA 32
MANAGEMENT DISCUSSION & ANALYSIS OF THE FINANCIAL STATEMENTS FOR THE LAST 33
THREE YEARS
FINANCIALS OF GROUP COMPANIES PROMOTED BY PROMOTERS 35
CAPITAL ISSUES MADE DURING LAST THREE YEARS BY THE COMPANY 36
BASIS FOR ISSUE PRICE 36
OUTSTANDING LITIGATIONS OR DEFAULTS 36
RISK FACTORS AND PROPOSALS TO ADDRESS THE RISK 38
DISCLOSURE ON INVESTOR GRIEVANCES AND REDRESSAL SYSTEM 40
PART II
GENERAL INFORMATION 41
AUDITORS REPORT & FINANCIAL INFORMATION 43
STATUTORY AND OTHER INFORMATION 54
MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTS 55
DECLARATION 56
2
DEFINITIONS/ABBREVIATIONS USED
Act The Companies Act, 1956

ARR Average room revenue
BSE The Stock Exchange, Mumbai
CMD Chairman and Managing Director
CDSL Central Depository Services Limited
ED Executive Director
FI Financial Institution
FII Foreign Institutional Investors
NAV Net Asset Value
NPAs Non Performing Assets
NRI(s) Non Resident Individuals
NSDL National Securities Depository Limited
NSE National Stock Exchange.
OTCEI Over The Counter Exchange of India
OCB Overseas Corporate Body
revPAR Revenue(Premium Segment)
RBI Reserve Bank of India
SEBI Securities and Exchange Board of India
F&B Food & Beverages
UHL Unison Hotels Ltd.
3
4
RISK FACTORS
Following are certain considerations, which the investors should peruse before making an
investment in the issue. The material implication of the risks envisaged by the
management has been quantified as far as possible. Where such quantification has not
been made it may be construed that the implication cannot be quantified.
1. Operational risks arising from poor maintenance of hotel rooms, poor quality of F&B
services and other facilities, outdated technology etc.
Management Perception: With experienced personnel from international and Indian

hotel industry, no risk is envisaged in the operations / maintenance of the Hotel. The
promoters are already running six other 5-star hotels. The Hotel has been set up with
international standards in consultation with Hotel Project Systems, Singapore for
setting up of systems, methods, standards and specifications in all operational areas
like procurement, accounting, administration, food and beverage planning, rooms
division planning and human resources. The Hotel was set up to meet the most
luxurious classification of the Hyatt chain of hotels worldwide.
2. Decrease in economic growth in the country can reduce business traffic and result in
decreased revenues.
Management Perception: Currently, India has achieved a high rate of growth, which
is expected to sustain over the years. Keeping in view the Commonwealth games to
be held in 2010 in New Delhi, the industry demand is expected to grow by 9% per
annum on average. The management does not foresee any adverse impact from
the above-mentioned risk.
3. The hotel industry derives a significant share of its income from foreign tourist arrivals,
which could be adversely affected due to political instability, war, epidemics etc.
Management Perception:
This risk is common to the entire hotel industry. UHL has the ability to diversify its
revenues partly by catering to airline crews, owing to its proximity to the airport. A
substantial source of revenues is also from food and beverages, conferences etc.
4. Increased competition from other hotels and availability of new rooms in the city can
adversely affect the company.
Management Perception: UHLs hotel property is located close to the international
airport, which gives it an operational advantage. In the short time that it has been
operational, UHL has been able to successfully compete and gain market share from
more established players. The management is confident of being able to meet the
competition in future also. Also, there are currently no new projects in the super
deluxe category or 5-star category in the pipeline.
5. Non availability of requisite raw material in right quality and quantity can affect the
operations of the Hotel.
Management Perception: Most of the raw material required for running the hotel is
available locally and no risk on this count to operations of the Hotel is envisaged.
5
6. There are 4 material litigations / claims against the Company to the extent of
approximately Rs 16.89 crores, not acknowledged as debts. A brief of the same is
given in the table below.
Sr. No. Claim Amount Court / DRT / Forum Claimant

(Rs. Crores)
1 6 Delhi High Court UHL has challenged the
property tax assessment
made by Municipal
Corporation of Delhi.
2 5.17 Arbitration D S Gupta Contracts Pvt.
Ltd.
3 4.88 Arbitration Ahluwalia Contracts India
Ltd.
4 0.84 Income Tax UHL has challenged the
Appellate Tribunal assessment made by the
Income Tax Dept.
Total 16.89
Management Perception: UHL has adequate number of experienced legal

professionals / engaged services of reputed legal counsel. UHL expects to be able to
resolve the claims / litigations over a period of time.
7. As on March 31, 2004 UHL contingent liabilities of Rs.26.42 Crores.

Management Perception: This is disclosed in the annual accounts as a statutory
disclosure.
8. Significant fraud, systems failure or calamities could adversely impact the UHLs
business. A significant failure of security measures could have a material adverse
effect on its business and its future financial performance. Computer break-ins and
power disruptions could affect the security of the information stored in and
transmitted through its computer systems and network infrastructure.
Management Perception: The UHL has implemented robust security technology and
established operational procedures to prevent break-ins, damage and failures. The
UHL employs security systems, including firewalls and password encryption, designed
to minimize the risk of security breaches. These are continuously reviewed and
upgraded.
9. The financial disclosures on financials in the Information Memorandum may not be

available to investors after listing on continuous basis.
Management Perception: Disclosures made in the Information Memorandum are
statutory disclosures. UHL is a closely held company.
6
HIGHLIGHTS
Sponsors are well experienced in the hotel industry and have been successfully
operating hotels in Delhi and Kathmandu for the last 20 years.
The Hotel is strategically located, just 8 km of the airport and around 14 km from
business centers like Connaught Place and Nehru Place.
The Hotel is designed to offer top class services and ambience in line with Grand
Hyatt hotels worldwide standards. The room size is bigger than other rooms presently
offered by any other 5-star or 5-sthotel in Delhi.
The company has a tie-up with UTEL worldwide web based interactive reservation
system, which will enable the company to attract international business and tourist
travellers.
CARE has assigned a rating of BBB (pronounced investment grade) to these

Debentures. This rating indicates sufficient safety for payment of interest and
principle.
IMPORTANT NOTICE
No part of this document is intended for the use of any recipient located outside India or
any recipient who is not resident in India. This document is also not intended for the use
of Non-Resident Indians ('NRIs') (except on non repatriation basis as stated elsewhere),
Overseas Corporate Bodies ('OCBs') or Foreign Institutional Investors ('FIIs'), who can apply
subject to the statutory compliance.
This issue by Unisons Hotels Ltd. (the "Issuer"), of Secured Redeemable Non-Convertible
Debentures ("Debentures") is being made strictly on a private placement basis. It is not
and should not be deemed to constitute an offer to the public in general or any section
or class thereof. This Memorandum ("Shelf Information Memorandum" or IM") is neither a
prospectus nor a statement in lieu of prospectus. It cannot be acted upon by any person
other than to whom it has been specifically addressed, neither can this document be
circulated, reproduced or redistributed in any form whatsoever.
This Information Memorandum is not intended to provide the sole basis of any credit
decision or other evaluation and should not be considered as a recommendation that
any recipients of this Information Memorandum should invest in the Debentures proposed
to be issued by Issuer. Each potential investor should make its own independent
assessment of the investment merit of the Debentures and the Issuer.
This Information Memorandum is made available to potential Debentures investors on the

strict understanding that it is confidential. Recipients shall not be entitled to use any of
the information otherwise than for the purpose of deciding whether or not to invest in the
Debentures.
No person including any employee of the Issuer has been authorised to give any
information or to make any representation not contained in this Shelf Information
7
Memorandum. Any information or representation not contained herein must not be

relied upon as having being authorised by or on behalf of the Issuer. Neither the delivery
of this Shelf Information Memorandum at any time nor any statement made in
connection with the offering of the Debentures shall under the circumstances imply that
any information/representation contained herein is correct at any time subsequent to
the date of this Shelf Information Memorandum.
The distribution of this Information Memorandum and the offering of the Debentures in
certain jurisdictions may be restricted by law. Persons into whose possession this
Information Memorandum comes are required by the Issuer to inform themselves about,
and observe any such restrictions.
The distribution of this Information Memorandum and the offering of the Debentures in
certain jurisdictions may be restricted by law. Persons into whose possession this
Information Memorandum comes are required by the Issuer to inform themselves about,
and observe any such restrictions.
8
PART I
I. GENERAL INFORMATION
Information Memorandum for Private Placement of Secured Redeemable Non-

Convertible Debentures of Rs. 10,00,000/- each for cash at par par aggregating Rs.100
crores.
Unison Hotels Limited

(Incorporated on 18th April, 1994 under The Companies Act, 1956)
Registered Office:
Plot No. 2, Nelson Mandela Road, Vasant Kunj, Phase II New Delhi 110070
Tel No. 011-26705227, Fax No. 011-26705223
website:www.thegrandnewdelhi.com,
E.mail address : rajesh.rustagi@unison hotels.com
Industrial License
UHL was incorporated on 18th April, 1994 and received Certificate of Commencement of
Business on 2nd May, 1994.
No consent of the Government of India or any Industrial License is required for the
present offer.
Central/State Government Disclaimer Clause
It is to be distinctly understood that the submission of the IM should not in any way be
deemed or construed that the Information Memorandum has been cleared or approved
by Central/State Government. Central/State Government does not take any
responsibility either for the financial or other soundness of this Issuer, or the achievement
of the object for which placement is proposed to be made or for the correctness of the
statement made or opinions expressed in the Information Memorandum.
Authority for Present Issue
The NCDs are being issued pursuant to the resolution of the Board of Directors of the
Company, passed on 24th March 2004 and are also subject to the provisions of the
Memorandum and Articles of Association of the Company. The present Issue is within the
general borrowing limits set out in the resolution passed under section 293 (1) (d) of the
Companies Act, 1956, at the Annual General.
Stock Exchange Disclaimer Clause
It is to be distinctly understood that the submission of the Information Memorandum to

the Stock Exchange should not in any way be deemed or construed that the Information
Memorandum has been cleared or approved by Exchange. Stock Exchange does not
9
take any responsibility either for the financial or other soundness of this Issuer, or the
achievement of the object for which placement is proposed to be made or for the
correctness of the statement made or opinions expressed in the Information
Memorandum.
General Disclaimer
The issuer accepts no responsibility for statements made otherwise than in the
Information Memorandum or in the advertisement or any other material issued by or at
the instance for the issuer and that anyone placing reliance on any other source of
information would be doing so at his own risk.
Listing
Initial Application has been made to BSE. The Information Memorandum is filed with BSE.
Underwriting
The present issue is not underwritten.
Minimum Subscription
Pursuant to the notification no. SEBI/MRD/SE/AT/46/2003 dated 22nd December 2003

issued by SEBI minimum subscription clause is not applicable to the privately placed debt
securities.
Impersonation
Any person who-

a) makes in a fictitious name an application to a company of acquiring, or subscribing
for any Securities therein, or
b) otherwise induces a company to allot or register any transferor of Securities therein to
him, or any other person in a fictitious name shall be punishable under the extant
laws.
Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates
The Issuer will execute and despatch Letters of Allotment/ Allotment advice in favour of
the allottees or Refund Letter along with refund amount, not later than 7 days after the
Allotment / Deemed Date of Allotment. After completion of all legal formalities, the
Issuer will issue the Debentures certificate(s) / credit the DP account of the allottees
against surrender of the letter(s) of allotment within three month(s) of the Allotment /
Deemed Date of Allotment, or such extended period subject to obtaining the approvals,
if any. Interest at the applicable coupon rate will be paid via interest warrants on the
application money to the applicants. Such interest will be paid for the period
commencing from the date of realisation of the cheque(s) / demand drafts (s) up to but
excluding the Allotment / Deemed Date of Allotment. The interest warrants for interest
payable on application money will be dispatched by Registered Post/ Courier the next
working day after the Allotment / Deemed Date of Allotment. Investor may also advised
the Company to credit the interest through ECS directly into their Bank Account.
The letters of allotment/ allotment advice/refund orders, as the case may be, will be sent
by Registered Post/ Courier /Hand Delivery within 7 days from the Allotment / Deemed
10
Date of Allotment to the first/sole applicant, at the sole risk of the applicant. The
payment will be subject to deduction of tax at source at the rates prescribed under the
provisions of the Income Tax Act, 1961 or any other statutory modification or re-
enactment thereof.
The Company reserved the right to shift the Allotment / Deemed Date of Allotment to
any other date or allot the Debentures on multiple dates without giving any reason or
any prior notice. All benefits available to the investors shall be from the Deemed Date of
Allotment and actual allotment may occur on a date other than the Deemed Date of
Allotment.
Issue Schedule
Offer Opening Date Issue Opening, closing and Deemed Date of
Offer Closing Date Allotment of the respective issue will be informed
Deemed Date of to the investors individually and will be attached
Allotment to this IM as Annexure A
The issuer reserves the right to close the issue earlier from the aforesaid date or change
the issue time table including the Deemed Date of Allotment at its sole discretion, without
giving any reasons or prior notice.
Names and Addresses of Auditors, Registrars, Debenture Trustees
Auditors REGISTRAR TO THE ISSUE:

M/s. Doogar & Associates, MCS Limited
13, Community Centre, East of Kailash, Sri Venkatesh Bhavan, Plot No.27,
New Delhi 110065 Road No.11,M.I.D.C.,Andheri (East)
Tel.: 011-26472557 Mumbai-400093
Fax:011-26219491 Phone No. 28201785/28372385
Fax No. 022-28201783
Email : mcsmum@vsnl.com
DEBENTURE TRUSTEE
UTI Bank Limited
Maker Tower F, Cuffe Parad,
Colaba, Mumbai 400005
Tel.: 022-22162684 Fax.: 022-22162467
Credit Rating
Credit Analysis and Research Ltd. has assigned rating CARE BBB (pronounced Triple
BBB) to these Debentures. This rating indicates investment grade and sufficient safety for
payment of interest and principal, though adverse changes in assumptions are more
likely to weaken the debt servicing capability compared to higher rated instruments.
Credit ratings obtained during the previous three years before filing of the Information
Memorandum for any of its listed debt securities at the time of accessing the market
through a rated debt security :
Rating Date of Rating Rating Amount (Rs. Crs.)

Agency Letter
Company has not obtained any credit rating for listed Debentures
in the last three years and this is being the first credit rating
obtained by the Company.
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Compliance Officer:
Rajesh Rustagi
Director Corporate Finance & Company Secretary,
Tel No. 011-26705227, Fax No. 011-26705223
website:www.thegrandnewdelhi.com, E.mail address : rajesh.rustagi@unison hotels.com
The Investor may contact the compliance officer in case of any pre-issue / post issue
related problems such as non-receipt of letters of allotment / debenture certificates /
refund orders.
II. CAPITAL STRUCTURE OF THE COMPANY
Equity Shares Capital of the Company as on date of filing of Shelf Information

Memorandum
Amount
(Rs. )
A. Authorised Capital
5,95,00,0000 Equity Shares of Rs. 10 each 59,50,00,000
B. Issued & Subscribed Capital

C. Paid up Capital
1,20,00,000 Equity Shares of Rs.3.50 each 4,20,00,000
D. Paid Up Capital after the present issue
1,20,00,000 Equity Shares of Rs.3.50 each 4,20,00,000
E. Share Premium Account (before and after issue) 61,05,000
Loan Fund as on 31st March, 2004
Sr. Particulars Amount (in

No. Rs.)
1. Secured Loan
(a) Debenture
Fully Convertible Debentures 28,00,00,000
Optionally Convertible 12,69,74,021
Debentures
(b) Loans from Bank and FI 233,79,17,032
2. Unsecured Loan 8,14,71,462

Total 282,63,62,515
Details regarding Shareholders
Top Ten Shareholders as on 31st March, 2004
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Sr. No. Name of the Shareholder Shares Held % Stake

(Number) In Total
1 Saraf Investments ltd., Mauritius 46758126 84.41
2 Madison Hotels Ltd. 5500000 9.92
3 Mrs. Priti Saraf 1570010 2.83
4 Mr. Umesh Saraf 1055010 1.90
5 Jashama Exports Pvt. Ltd. 400000 0.72
6 Mr. Ajay Bijli 20000 0.03
7 Mr. Balan Parayil 20000 0.03
8 Mr. Kunni Raman Parayil 20000 0.03
9 Mr.Vishal Nagpal 20000 0.03
10 Mr. Amru D.Keswani 10000 0.01
Top Ten Shareholders as on 30th June, 2002 (two year prior)
Sr. Name of the Shareholder Shares Held % Stake

No. (Number) In Total
2 Jaishama Exports Pvt. Ltd. 400000 1.13
4 Vikram Financial Services Ltd. 50000 0.14
5 Mr. Ajay Bijli 20000 0.05
6 Mr. Balan Parayil 20000 0.05
7 Mr. Kunni Raman Parayil 20000 0.05
8 Mr.Vishal Nagpal 20000 0.05
9 Mr.Amru D. Keswani 10000 0.02
10 Mr.Vaswani Sati T. 10000 0.02
Details regarding Shareholding of Promoter and Promoter Group
Aggregate shareholding of the Promoters Group is given below:
Sr. Promoter/Promoter Group Shares held (Number) % Stake

No. In Total
2 Madison Hotels Ltd. 5500000 9.92
3 Mrs. Priti Saraf 1570010 2.83
5 Mr. Arun K. Saraf 10 0.00001
Details of shares traded by the Promoter Group and maximum and minimum price at
which purchases and sales were made along with the relevant dates, if any.
There is no trading in the shares of the Company by the Promoters of the Company.
13
III. TERMS OF THE PRESENT ISSUE
Terms and Conditions of the each Issue will be as per the Term Sheet of the respective
issue, which will be filed with the BSE as an addendum to this Shelf Information
Memorandum.
Place and Currency of Payment

The Debentures are being issued by Unison Hotels Ltd. in India. All obligations under these
Debentures are payable solely by the Issuer in Indian Rupees only.
Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or
re-enactment thereof will be deducted at source on the debentures. Tax exemption
certificate / document / form, under Section 193 of the Income Tax Act, 1961, if any,
must be lodged at the Registered Office, at least thirty days before the relevant interest
payment becoming due.
Issue Of Debentures in Dematerialised Form
The Company has made depository arrangements with NSDL/CDSL for the Debentures.
The investors will have the option to hold the debentures in dematerialised form and deal
with the same as per the provisions of Depositories Act, 1996/ Rules as notified by
NSDL/CDSL from time to time.
Investors desirous of receiving debenture certificate in the dematerialised form should

mention their Depository Participant's name, DP-ID and beneficiary account number in
the appropriate place in the application form. Debentures allotted to successful
allottee(s) having depository account shall be credited to their depository account
against surrender of letter of allotment.
In case of incorrect details provided by the investors and inability of the Registrar to
credit the Depository Account the debentures will be issued in physical form to such
investors.
Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates

The Issuer will execute and despatch Letters of Allotment/ Allotment advice in favour of
the allottees, not later than seven days after the Allotment / Deemed Date of Allotment.
After completion of all legal formalities, the Issuer will issue the Debentures certificate(s) /
credit the DP account of the allottee against surrender of the letter(s) of allotment within
three month(s) of the Allotment / Deemed Date of Allotment , or such extended period
subject to obtaining the approvals, if any. Interest at applicable coupon rate will be paid
via interest warrants on the application money to the applicants for the relevant option
applied. Such interest will be paid for the period commencing from the date of
realisation of the cheque(s) / demand drafts (s) up to but excluding the Date of
Allotment.
Right to Re-purchase and Re-issue the Debentures

This would be as per the prevailing guidelines / regulations and other statutes.
Eligible Holders and Mode of Transfer

The Issuer will not register any transfers of the Debentures to any NRIs (except on non-
repatriation basis), OCBs, FIIs, or any persons not resident in India, unless appropriate
14
regulatory approvals, if any are obtained. The Issuer shall not be duty bound to take
interest or trust in or over the Debentures.
The title to the Debentures shall pass by execution of duly stamped transfer deed(s)
accompanied by the Debentures certificate(s)/Letter of allotments(s) together with
necessary supporting documents. The transferee(s) should deliver the Debenture
certificates to the Issuer for registration of transfer in the Register of Debenture holders at
the Registered Office. The Issuer on being satisfied will register the transfer of such
Debentures in its Register of Debenture holders. The person whose name is recorded in
the Register of Debenture holders shall be deemed to be the owner of the Debentures.
Request for registration of transfer, along with the necessary documents, and all other
communications, requests, queries and clarifications with respect to the Debentures
should be addressed to and sent to the Registered Office.
The request from Registered Debenture holder(s) for splitting/consolidation of Debenture

certificates will be accepted by the Issuer only if the original Debentures certificate(s)
is/are enclosed along with an acceptable letter of request.
No requests for splits below the Market Lot will be entertained.
Transfer of debentures in dematerialised form would be in accordance to the rules

/procedures as prescribed by NSDL/CDSL.
Succession
In the event of demise of a Registered Debenture holder of the Debentures, or the first
holder in the case of joint holders, the Issuer will recognize the executor or administrator
of the demised Debenture holder or the holder of succession certificate or other legal
representative of the demised Debenture holder as the Registered Debentures holder of
such Registered Holders Debentures if such a person obtains probate or letter of
administration or is the holder of succession certificate or other legal representation, as
the case may be, from a Court of India having jurisdiction over the matter and delivers a
copy of the same to the Issuer. The Issuer may in its absolute discretion, where it thinks
fit, dispense with the production of the probate or letter of administration or succession
certificate or other legal representation, in order to recognize such holder as being
entitled to the Debentures standing in the name of the demised debentures holder on
production of sufficient documentary proof or indemnity. In case the debentures are
held by person other than individual, the rights in the debentures shall vest with the
successor acquiring interest therein, including liquidator or such any person appointed as
per the applicable laws.
Issue of Duplicate Debenture Certificates

If any Debenture certificate(s) issued in physical form is/are mutilated or defaced, then,
upon production of such certificates at the Registered Office, the same will be cancelled
and a new certificate issued in lieu thereof. If any Debenture certificate is lost, stolen or
destroyed then, upon production of proof thereof to the satisfaction of the Issuer and
upon furnishing such indemnity as the Issuer may deem adequate and upon payment of
any expenses incurred by the Issuer in connection thereof, new certificate(s) shall be
issued. A fee will be charged by the Issuer on each fresh Debenture certificate issued
hereunder.
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Modifications of Rights
The rights, privileges, terms and conditions attached to all Debentures may be varied,
modified or abrogated with the consent, in writing, of those holders of the Debentures
who hold at least three-fourths of the outstanding amount of Debentures or with the
sanction accorded pursuant to a resolution passed at a meeting of the
Debentureholders, carried by a majority consisting of not less than three-fourths of the
persons voting there upon a show of hands or, if a poll is demanded by a majority
representing not less than three-fourths in value of the votes cast on such poll, provided
that nothing in such consent or resolution shall be operative against the Issuer if the same
are not accepted in writing by the Issuer.
Notices
The notices, communications and writings to the Debentureholder(s) required to be
given by the Issuer shall be deemed to have been given if sent by Registered Post to the
Registered Debentureholder(s) at the address of the Debentureholder(s) registered with
the Registered Office.
All notices, communications and writings to be given by the Debentureholder(s) shall be

sent by Registered Post or by hand delivery to the Issuer at Registered Office or to such
persons at such address as may be notified by the Issuer from time to time and shall be
deemed to have been received on actual receipt.
Application for the Debentures
How to Apply
Applications for the Debentures must be made in the prescribed Debenture
Application Form which would be attached with the Respective Issue Term Sheet
and must be completed in block letters in English by investors. Debentures
Application forms must be accompanied by either a demand draft or cheque
drawn or made payable in favour of " Unison Hotels Ltd The full amount of the
face value of the Debentures applied has to be paid along with the delivery of
the fully completed and executed Debenture Application Form together with
other applicable documents described below.
Cheques / demand drafts may be drawn on any bank which is situated and is a
member or sub-member of the Bankers Clearing House located at Mumbai,
Calcutta, Chennai, or New Delhi. Investors in centres which do not have any
bank which is a member or sub-member of the Bankers Clearing House located
at the above mentioned centres will be required to make payments only through
demand drafts payable at Mumbai.
The issuer assumes no responsibility for any applications / cheques / demand

drafts lost in mail or transit.
Who can apply
Only investors who have been addressed through a communication directly are
eligible to apply. Furthermore, NRIs (except on non-repatriation basis), OCBs, FIIs
and minors are not eligible to apply for the Debentures.
16
Application by Banks/Corporate Bodies / Mutual Funds / FIs / Trusts/Statutory

Corporations / NRI (Non Repatriation basis).
The applications must be accompanied by certified true copies of

(i) Memorandum and Articles of Association Constitution / Bye-laws / Trust Deed,
(ii) Resolution authorizing investment and containing operating instructions,
(iii) Specimen signatures of authorized signatories, (iv) Necessary form for claiming
exemption from deduction of tax at source on interest on application money.
Application made by Asset Management Company or custodian of Mutual Fund
shall clearly indicate the name of the concerned scheme for which application is
being made.
Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the
case may be along with the names and specimen signatures of all authorised
signatories must be lodged along with the submission of the completed
Debenture Application form. Further modifications/additions in the power of
attorney or authority should be delivered to the Issuer at Registered Office.
Interest on Application Money

Interest will be paid via interest warrants on the application money to the
applicants at its respective coupon rate specified in the respective Term Sheet.
Such interest will be paid for the period commencing from the date of realisation
of the cheque(s) / demand drafts (s) up to but excluding the Allotment /
Deemed Date of Allotment. The interest warrants for interest payable on
application money will be despatched by Registered Post/ Courier the next
working day after the Allotment / Deemed Date of Allotment, as the case may
be. The letters of allotment/ allotment advice/refund orders, as the case may be,
will be sent by Registered Post/ Courier /Hand Delivery within 7 days from the
allotment / Deemed Date of Allotment to the first/sole applicant, at the sole risk
of the applicant. The payment will be subject to deduction of tax at source at the
rates prescribed under the provisions of the Income Tax Act, 1961 or any other
statutory modification or re-enactment thereof.
Tax exemption certificates, if applicable, in respect of non-deduction of tax on

interest on application money must be submitted along with the Debentures
Application Form. It is clarified that interest shall not be paid on invalid and
incomplete applications.
Basis of Allotment
The Issuer has sole and absolute right to allot the Debentures to any applicant.
Right to Accept or Reject Applications

The Issuer is entitled at its sole and absolute discretion to accept or reject any
application, in part or in full, without assigning any reason. Debenture Application
Forms that are not complete in all respects may be rejected at the sole and
absolute discretion of the Issuer.
Future Borrowings
The Issuer shall be entitled, from time to time, to make further issue of Debentures,
other debt securities (whether senior, pari passu or junior to the Debentures) and
other instruments and securities to any person or persons including to the public
17
or a section of the public and / or members of the Issuer and / or to raise further
loans, advances and / or avail further financial and / or guarantee facilities from
financial institutions, banks and / or any other person (s) without any further
approval from or notice to the Debenture holders/Debenture Trustees.
Governing Laws and Jurisdiction

The Debentures are governed by and will be construed in accordance with the
Indian Law. The Issuer, the Debentures and Issuers obligations under the
Debentures shall, at all times, be subject to the directions of the Reserve Bank of
India and Securities & Exchange Board of India. The Debenture holders, by
purchasing the Debentures, agree that the Mumbai High Court shall have
exclusive jurisdiction with respect to matters relating to the Debentures.
Despatch of Refund Orders

The Company shall ensure despatch of refund orders of value over Rs. 1500/- and
Debenture certificates by Registered Post/Hand Delivery only and adequate
funds for the purpose shall be made available to the Registrars by the Issuer
Company.
Payment of Interest
Interest will be paid only to the Debenture holders registered in the Register of Debenture
holders of the Issuer, which shall be maintained at the Registered Office of the Issuer at
New Delhi. All the applications for transfer shall be accepted only at the Registered
Office of the UHL at the address given elsewhere.
In the case of joint holders, interest shall be payable to the first named Debenture holder.
The record dates for the purpose of determination of the persons entitled to receive
interest in respect of the Debentures, shall be the close of business on the 7 days prior to
the interest payment date. The persons whose names are registered in the Register of
Debenture holders on those dates shall be entitled to receive the interest for the
preceding interest period. For the purpose of registering a transfer of Debentures prior to
the record dates, the Debenture certificate(s)/letter(s) of the allotment, a duly stamped
transfer deed and all supporting documents must reach the Issuer at its Registered Office
at least seven days before the record date. In case of the Debentures in demat mode
the provisions of NSDL/CDSL would be complied by the R&T Agent for facilitating interest
payment by the Issuer Company on Due date.
Application for the Debentures
How to Apply
Applications for the Debentures must be made in the prescribed Debenture

Application Form attached and must be completed in block letters in English by
investors. Debentures Application forms must be accompanied by either a
demand draft or cheque drawn or made payable in favour of "Account Unison
Hotels Limited, payable at New Delhi. The full amount of the face value of the
Debentures applied for has to be paid along with the delivery of the fully
completed and executed Debenture Application Form together with other
applicable documents described below.
18
Cheques / demand drafts may be drawn on any bank which is situated and is a
member or sub-member of the Bankers Clearing House located at Mumbai,
Calcutta, Chennai, or New Delhi. Investors in centres which do not have any
bank which is a member or sub-member of the Bankers Clearing House located
at the above mentioned centres will be required to make payments only through
demand drafts payable at Mumbai.
The issuer assumes no responsibility for any applications / cheques / demand

drafts lost in mail or transit.
Who can apply
Only investors who have been addressed through a communication directly are
eligible to apply. Furthermore, NRIs (except on non-repatriation basis), OCBs, FIIs
and minors are not eligible to apply or hold the Debentures.
Application by Banks/Corporate Bodies / Mutual Funds / FIs / Trusts/Statutory

Corporations.
The applications must be accompanied by certified true copies of (i)

Memorandum and Articles of Association Constitution / Bye-laws / Trust Deed, (ii)
Resolution authorizing investment and containing operating instructions, (iii)
Specimen signatures of authorized signatories, (iv) Necessary form for claiming
exemption from deduction of tax at source on interest on application money.
Application made by Asset Management Company or custodian of Mutual Fund
shall clearly indicate the name of the concerned scheme for which application is
being made.
Application under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the
case may be along with the names and specimen signatures of all authorised
signatories must be lodged along with the submission of the completed
Debenture Application form. Further modifications/additions in the power of
attorney or authority should be delivered to the Issuer at Registered Office.
Interest on Application Money

Interest at applicable coupon rate will be paid via interest warrants on the
application money to the applicants for the relevant option applied. Such
interest will be paid for the period commencing from the date of realisation of the
cheque(s) / demand drafts (s) up to but excluding the Deemed Date of
Allotment. The interest warrants for interest payable on application money will be
despatched by Registered Post/ Courier the next working day after the Deemed
Date of Allotment. The letters of allotment/ allotment advice/refund orders, as the
case may be, will be sent by Registered Post/ Courier /Hand Delivery within 7
days from the Deemed Date of Allotment to the first/sole applicant, at the sole
risk of the applicant. The payment will be subject to deduction of tax at source at
the rates prescribed under the provisions of the Income Tax Act, 1961 or any other
statutory modification or re-enactment thereof.
Tax exemption certificates, if applicable, in respect of non-deduction of tax on

interest on application money must be submitted along with the Debentures
19
Application Form. It is clarified that interest shall not be paid on invalid and
incomplete applications.
Basis of Allotment
The Issuer has sole and absolute right to allot the Debentures to any applicant.
Right to Accept or Reject Applications
The Issuer is entitled at its sole and absolute discretion to accept or reject any
application, in part or in full, without assigning any reason. Debenture Application
Forms that are not complete in all respects may be rejected at the sole and
absolute discretion of the Issuer.
Future Borrowings
The Issuer shall be entitled, from time to time, to make further issue of Debentures,
other debt securities (whether senior, pari passu or junior to the Debentures) and
other instruments and securities to any person or persons including to the public
or a section of the public and / or members of the Issuer and / or to raise further
loans, advances and / or avail further financial and / or guarantee facilities from
financial institutions, banks and / or any other person (s) without any further
approval from or notice to the Debenture holders/Debenture Trustees. However
till the time amount is outstanding Company cannot create security on the assets
given as security under present issue without obtaining prior written approval of
Debenture Trustees.
Governing Laws and Jurisdiction
The Debentures are governed by and will be construed in accordance with the
Indian Law. The Issuer, the Debentures and Issuers obligations under the
Debentures shall, at all times, be subject to the directions of the Reserve Bank of
India and Securities & Exchange Board of India. The Debenture holders, by
purchasing the Debentures, agree that the Mumbai High Court shall have
exclusive jurisdiction with respect to matters relating to the Debentures.
Despatch of Refund Orders
The Company shall ensure despatch of refund orders of value over Rs. 1500/- and
Debenture certificates by Registered Post/Hand Delivery only and adequate
funds for the purpose shall be made available to the Registrars by the Issuer
Company.
Undertaking by the Issuer Company:
a. The complaints received in respect of the Issue shall be attended to by the

issuer company expeditiously and satisfactorily
b. No further issue of securities shall be made till the securities offered through
this Information Memorandum are listed or till the application moneys are
refunded on account of non-listing.
20
c. Necessary co-operation with the credit rating agency shall be extended in

providing true and adequate information till the debt obligations in respect of
the instrument are outstanding.
d. The Company shall forward the details of utilisation of the funds raised through
the debentures duly certified by the statutory auditors of the company, to the
debenture trustees at the end of each half-year.
e. The Company shall disclose the complete name and address of the
debenture trustee in the annual report.
f. The Company shall provide a compliance certificate to the debenture
Trustees (on yearly basis) in respect of compliance with the terms and
conditions of issue of debentures as contained in the Information
Memorandum duly certified by the debenture trustee.
Special Tax benefits under Income Tax Act, 1961 and Wealth Tax Act, 1957
Investors / Debentureholder(s) should consult their own tax advisers on the tax
implications of the acquisition, ownership and sale of NCDs, and income arising thereon.
IV. PARTICULARS OF THE ISSUE
Objects of the Borrowing

The Debentures under the Shelf Information Memorandum are being issued for meeting
the general corporate requirements.
Authority for the Present Offer

21
ISSUER PROFILE
History, Incorporation and Background
The UHL was incorporated on 18th April, 1994 and received Certificate of
Commencement of Business on 2nd May, 1994. The Hotel License from the office of the
Commissioner of Police, Delhi dated 15th August, 2000 was received vide letter no.
112/ER/A/S.West/DCP/Lic dated 15th August, 2002 in terms of Regulation 19 of the
Regulations For Keeping Places Of Public Entertainment in The Union Territory Of Delhi,
1980.
Main objects
Main Object of the Company to be pursued by the Company on its incorporation are:
(i) To carry on all the business of hotels, restaurants, cafes, holiday camps, resorts,
taverns, beer-houses, refreshment rooms, night clubs, cabarets and swimming
pools and Turkish Baths and lodging or apartment house keepers, licensed
victuallers, wine, beer and spirit merchants, brewers, distillers, bakers and
confectioners, importers and manufacturers of aerated mineral and artificial
waters and other drinks.
(ii) To carry on all the business of purveyors, caterers for public generally, taxi,
motor care and motr lorry properietors, livery, stable and garage properitors,
farmers, diarymen, ice merchants, importers and brokers of food, live and
dead stock and foreign produce of all descriptions, hair dressers, perfumers,
chemists, properitors of clubs, baths, bars, dressing rooms, laundries, reading,
writing and newspaper rooms, libraries, grounds and places of amusement,
recreation, sport, entertainment of all kinds, health club, beauty saloons,
indoor and outdoor
Present business of the Company
The company has successfully established a 390 room hotel of 5-star delux category at
Vasant Kunj in New Delhi at an upcoming location close to the airport, within a short
span of time, the hotel started competing effectively with other hotels in the 5-star and 5-
star deluxe category. Subsequent to the completion of construction, operating margin
in the hotel industry is healthy.
Promoters and their background
UHL is sponsored by the Saraf group based in Hong Kong, headed by Mr. R. S. Saraf, a
Non Resident Indian. The group is engaged in tourism business, hotels and international
trading. Mr. Sarafs first 5-star hotel venture in Nepal, the Yak and Yeti Hotel was
conceptualized in 1974 and was financed by the IDA, World Bank. Mr. Saraf has also
sponsored Asian Hotels Ltd. (AHL), New Delhi along with Mr. Sushil Gupta and Mr. Shiv
Jatia. The hotels sponsored by this group include the Hyatt Regency properties located
in New Delhi, Kolkata and Mumbai. The Hyatt Regency in New Delhi is a 530-room 5-star
deluxe hotel and is operated under a sales, marketing and management services
agreement with Hyatt International Asia Pacific Ltd. The hotel was conceived around the
22
time of the Asian games and has since been operating satisfactorily. Mr. Saraf has also
promoted Hyatt Regency, a 5-star hotel in Kathmandu.
Recently the group has also implemented a 650-room 5-star Deluxe hotel in North
Mumbai (near airport) under the another company Juniper Hotels Pvt. Ltd. The aforesaid
hotel is a 50% joint venture along with Hyatt group, who shall manage the same under
the name of Grand Hyatt.
Board of Directors :
Mr. Radhe Shyam Saraf, 74 Years Chairman Promoters

Mr. Arun Kumar Saraf, 45 Years Director Promoters
Mr. Umesh Saraf, 41 Years Managing Director Promoters
Ms. Ratna Devi Saraf, 66 Years Director Promoters
Mr. Balaji Swaminathan, 38 Years Director Nominee ICICI Bank
Mr. Basant Kumar Goswami, 67 Years Director Independent
The board of directors comprises Mr. R. S. Saraf (Chairman), Mr. Umesh Saraf (Managing
Director - Unison Hotels Limited), Mr. Arun Kumar Saraf (Director Yak-N-Yeti Hotels &
Asian Hotels Ltd.), Mr. Ratna Devi Saraf, Mr. B. K. Goswami, (Ex Secretary in Dept. Of
Tourism) and Mr. Balaji Swaminathan (Nominee Director- ICICI Bank Ltd.). The Articles of
Association of UHL provide for a minimum of 3 and maximum of 12 directors on its Board.
Shareholding Pattern:
The shareholding pattern of the Issuer as on 31st March, 2004 is as follows:
Details of shareholders holding more than 1% of the paid-up capital

Sr. No Name of Shareholder No of Equity % to Total
Shares
A Promoter's Holding
Saraf Investments 46758126 84.41
Saraf and Family 8125030 14.67
Relatives and Friends 510040 0.92
Key Managerial Personnel:
Name Age Designation Department Date of Experience Ex-Employer

joining Name
Rajesh 37 Director Corporate 16.12.2002 16 Years TK

Rustagi Corporate Finance & International
Finance & Accounts Limited, New
Company Delhi
Secretary
Sunil Vohra 35 Director Operations 11.09.2002 14 years East India
Finance Finance & Hotels
23
(operations) Accounts Limited, ND

Thomas John 55 General Operations 31.01.2003 37 years Hotel Pearl
Manager Continental,
Krachi, Pak.
Navneet 34 Director-Sales Marketing 02.08.2003 11 years Yak & Yeti
Nagpal & Marketing Hotels Ltd.,
Kathmandu
Vishal Kapoor 36 Director F&B F&B 07.04.2003 15 years Indian Hotels
Company
Prabhakar 44 Director of Human 12.03.2003 20 years Indian Hotels
Singh Human Resources Company Ltd
Resources
Sushil C. 51 Executive chef F&B 02.04.2003 31 years Hotel Nikko,
Chug New Delhi
Change in Key Managerial Personnel in the preceding one year:
Name of the Person Designation Reason for leaving

Mr. Animesh Ghatak Director of Marketing Better prospects
Mr. Erhard M. Rueber EAM F & B Better prospects
Mr. Dhananjai Singh Director of Rooms Better prospects
Board of Directors:
Name & Address Directorship in other Nature of Interest in other
Companies Companies
Mr. Radhe Shyam Saraf, 74 Juniper Hotels Pvt.Ltd. Director
Years (formerly Seajuli Property &
Viniyog Pvt. Ltd.)
Taragaon Regency Hotels
Ltd., Kathmandu
Yak & Yeti Hotel Ltd.,
Kathmandu
Sara International Ltd.,
Hongkong
Saraf Industries Ltd.,
Hongkong
Saraf Hotels Ltd., Mauritius
Saraf Industries Ltd., Mauritius
Saraf Investments Ltd.,
Mauritius
Saraf Industries Ltd., British
Virgin Islands
Mr. Arun Kumar Saraf, 45Years Bazaloni Group Ltd., Kolkata Director
Madison Hotels Ltd, New
Delhi
Asian Hotels Ltd.
GJS Hotels Ltd.
Juniper Hotels Pvt.Ltd.
(formerly Seajuli Property &
Viniyog Pvt. Ltd.)
Hotel & resort Ventures Pvt.
Ltd.
24
Saraf Industries Ltd.,

Hongkong
Sara International Ltd.,
Hongkong
Kathmandu
Nepal Travel agency (I) Ltd.,
Kathmandu
Taragaon Regency Hotels
Ltd., Kathmandu
Mr. Umesh Saraf, 41 Years Taragaon Regency Hotels Director
Ltd., Kathmandu
Kathmandu
Madison Hotels Ltd.
Unison Power Ltd.
Samra Importex P. Ltd.,
Juniper Hotels Pvt.Ltd.
(formerly Seajuli Property &
Viniyog Pvt. Ltd.)
Ms. Ratna Devi Saraf, 66 Years Yak & Yeti Hotel Ltd., Director
Kathmandu
Mr. Balaji Swaminathan, 38 ICICI Infotech Ltd. Nominee of ICICI Bank
Years ICICI One-Source Ltd.
Orient paper & Industries Ltd.
Arvind Mills Ltd.
Mr. Basant Kumar Goswami, 67 Taj Kerala Hotels & Resorts, Director
Years New Delhi
Jaypee Greens Ltd
Jaype Power Ventures Ltd
Quest Venture Coordinators
Pvt. Ltd., New Delhi
Global Trust Capital Finance
Ltd
Mata Securities (P) Ltd.,
Mumbai
Great India Aviation ltd.
Ganapati Greenfields Ltd,
Kolkata
New Kenilworth Hotels Ltd.,
Kolkata
American Hotels &
Restaurants Pvt. Ltd
LH Sugar Factories Pvt Ltd
Choice Hotels Ltd
Bholanath International Ltd.
25
V. INDUSTRY SCENARIO AND ACTIVITIES OF THE COMPANY
Industry structure
Hotels are classified into seven categories according to the star rating assigned by the
Department of Tourism (DoT). These range from one star to 5-star deluxe depending upon
size and amenities. About 28% of the rooms fall under the 5-star or 5-star deluxe
categories. The distribution of rooms by category is as follows:
Hotel class No of hotels % No of rooms %

1 star 144 11.9% 4,244 6.6%
2 star 296 24.4% 10,584 16.4%
3 star 298 24.6% 13,747 21.3%
4 star 72 5.9% 5,180 8.0%
5 star 59 4.9% 7,518 11.7%
5 star deluxe 43 3.5% 10,734 16.6%
Heritage 42 3.5% 1,012 1.6%
Unclassified 259 21.3% 11481 17.8%
Total 1217 100.0% 64,500 100.0
Source: Industry
These can be broadly classified into three major segments according to the mix of target
clientele serviced by them, as below:
* The Premium Segment (Including 5 star Deluxe and 5 star hotels) which principally
caters to business travelers and also up-market leisure clientele,
* The Mid-market segment (comprising 3 and 4 star hotels) which caters to a fair mix of
business and leisure travelers and
* The Budget Segment (which include hotels of star rating 2 and below) which mainly
cater to low budget leisure travelers.
Premium Segment
The characteristics exhibited by this segment are as follows:
Dominant Industry Position: The premium segment dominates the hotel business in India
and accounts for around 30% of the total room base and over 65% of the total revenues
of the industry.
Geographic Concentration in metros: Hotels in this segment are heavily concentrated in

major metropolitan cities such as New Delhi, Mumbai, Calcutta, Bangalore and Chennai
and also have moderate presence along major tourist circuits such as the golden
triangle (Delhi-Agra-Jaipur), which draw significant international tourist traffic.
Revenue Concentration in foreign business travelers: Over 70% of revenues of this

segment are generated from business travelers, mostly international.
High operating leverage allows premium segment hotels to command high yields during
boom phases and on the other hand leaves them exposed to greater downside risk
during lean periods.
26
Dominated by major Indian hotel chains: operating in India, including EIH Limited (EIHL),
The Indian Hotels Company Limited (IHCL), ITC Hotels Limited (ITCH), Asian Hotels Limited
(AHL), Hotel Leela Venture Limited (HLV), Oriental Hotels Limited (OHL) and ITDC.
The guest profile of hotels in the metro cities is undergoing a significant shift from the
tourist to the business traveler, an outcome of the changes in the economic environment
of the country. The business traveler market offers hotels a number of advantages such
as higher growth rate, reduction in dependence on the tourist season and opportunity to
create repeat clientele. Hence, hotels in major cities are attempting to attract corporate
clients through providing facilities such as business centres, state-of-the-art
communication facilities and exclusive business clubs. These hotels also attract domestic
business travelers as well as tourist transit travelers. A brief classification of client groups for
the hotel industry is provided below:
Free Itinerant Traveler (FIT) Segment: This segment comprises full paying guests, both
foreign (FFIT) and domestic (DFIT) who have booked directly or through a travel agent or
reservation network. The FIT segment is the highest paying segment and is offered
minimum discount.
Corporate Group Rate (CGR) Segment: This consists of regular corporate customers, both
foreign (FCGR) and domestic (DCGR) negotiating a special rate/discount based on
volume of business provided.
Conference Related Traffic Segment: Rooms sold to delegates attending conferences /

conventions / exhibitions comprise this segment.
Domestic Business Traveler: These are mainly top corporate travelers or

conference/seminar related travelers.
Domestic Tourist Traveler: These are mainly travelers transiting through the major cities to
the other tourist destinations within the country. This segment normally prefers budget
hotels. This segment in targeted mainly in off-season by offering major discounts by the
five-star hotels.
Airline Related Traffic (Crew and layover): Crew traffic consists of flight and cabin crews
while layover traffic consists of transit or held up passenger traffic. The airline related
traffic avails of maximum discounts and enters into long term contracts with hotels for
accommodation. They prefer uptown hotels due to proximity to the airport. This segment
is usually used to augment occupancy levels during periods of low usage. The volumes
are most assured in case of Airline Related Traffic but the ARR are substantially lower.
Demand, Supply and Outlook for the industry
Average room revenue (ARR) and occupancy are the two most critical factors that
determine the profitability, since most of the marginal revenue gets added to the
bottom-line. ARR in turn depends upon location, brand image, star rating, quality of
facilities and services offered and the seasonal factor. It is computed as a ratio of the
total room revenue to the total rooms sold in a particular year.
Demand
International business travelers drive demand for premium hotels. These hotels mainly
draw their clientele from foreign visitors and domestic business travelers. The fact that
27
these hotels earn almost 70% of their revenue in foreign exchange bears out this
dependence. Therefore future growth in premium segment will depend on high
spending foreign tourists. While foreign business tourist arrivals are dependent on the
investment climate in the country, arrivals of foreign leisure tourists are dependent upon
stable socio-political conditions in the country. A stable political condition results in
increase in business confidence and this leads to increased investments.
When the economic conditions are favourable, hotels enjoy high occupancy rates. This
gives them the flexibility of increasing their room rates. During the boom phase most hotel
companies operated at very high occupancy rates, which gave them the leeway of
increasing their room rates. Amongst the foreign tourists, leisure travelers comprise
approximately 76% of the total tourist inflow whereas business travelers comprise
approximately 21%. Leisure tourist arrivals are seasonal in nature as India's subtropical
climate leads to preference for the winter months. Occupancy levels are low between
April-September as is reflected in quarterly tourist arrivals.
At present India attracts more than 2 million tourists a year. Following economic
liberalisation, the flow of foreign business travelers increased phenomenally in the early
90's. In 1995-96 tourist arrivals increased by 21% year on year (YOY). Thereafter due to
weak socio-economic conditions growth in tourist arrivals petered off. Following political
turmoil and the nuclear test, tourist arrivals declined by 5% in 1998-99. Certain tourist
destinations have also seen high concentration of tourist room demand. Destinations
such as Agra-Jaipur, Mysore, Bhubaneshwar-Puri-Konark, Jaisalmer- Jodhpur-Bikaner and
Mahabalipuram - Pondicherry have been popularised by the tourist operators.
Supply
In 2003, there were about 64,500 hotel rooms in India, of which about 28% are estimated
to be in the premium segment (5-star and 5-star deluxe hotels). There are 42,858 rooms
under construction. It is estimated that to attract 5 million tourists the total room
availability would have to be approximately 120,000 rooms. Presently, the total 5 & 4-star
room capacity in the four metro cities is close to 14,500 rooms. Mumbai and Delhi
account for the bulk of the total room availability. The 5 and 4 star room availability in
metro cities are as follows:
City 5-star 4-star

Chennai 250 600
Mumbai 3,900 1,000
Delhi 5,500 1,000
Calcutta 1,000 250
Bangalore 800 150
Total 11,450 3,000
Source: Industry
Outlook
The slowdown in the Indian economy as well as weak socio-political conditions had an
adverse impact on tourist arrivals. However, the prospects for Indian economy have
since improved. Business traveler traffic has increased substantially.
In the long-term the hotel industry in India has latent potential for growth. This is because
India is an ideal destination for tourists as its the country with the most diverse
28
topography. At present India attracts approximately 2.5 million tourists every year which
is just 0.4% of the world tourist arrivals. Countries such as Thailand and Malaysia attract
thrice as many tourists.
Tourist arrivals
Tourism sector
Tourist Forex
arrivals1 earnings1
(million nos) ($ million)
Aug 2003 0.20 294
Aug 2004 0.26 407
Growth (per cent) 26.40 38.35
April-August 2003 0.91 1,347
April-August 2004 1.15 1,841
Growth (per cent) 26.19 36.63
1Including Pakistan and Bangladesh
Note
The figures for August are provisional.
Source: CRIS INFAC
40.0
30.0
20.0
10.0 2002-03
0.0 2003-04
Jun
Nov
Jul
May
Oct
Jan
Mar
Aug
Apr
Feb
Dec
Sep
-10.0
-20.0
-30.0
Source: CRIS INFAC
In August, 2004 0.26 million foreign tourists visited the country - a 26.4 per cent growth over the
previous year.
The information pertains to the premium segment hotels in Mumbai and Delhi and Kolkata
29
In August 2004 the average rev PAR (premium segment) in the four metros cities rose by 28%,
as room demand increased by 23%
During the month, in the four metro cities, ARRs increased by 11% and occupancies by 16%.
In August, 2004, Bangalore enjoyed the highest occupancy rates of 81.8% among the key
business and leisure destinations in India.
South Mumbai recorded the highest growth in occupancy during the month. (From 47.4% in
August 2003 to 62.5% in August 2004 32% growth.)
Bangalore also continued to have the highest ARRs among the key business and leisure
destinations. Over the past few months, Bangalore has continued to outperform both Mumbai
and Delhi in terms of ARRs.
Bangalore recorded the highest growth in ARRs during the month. (From Rs.5,344 in August
2003 to Rs.8,949 in August 2004 - 67% growth.)
30
Performance of Key Hotels in Delhi
Occupancy Rate
(Rs per day) DoT Occupancy rate (per cent)
class Aug-03 Aug-04 Apr-Aug 03 Apr-Aug 04
Delhi average 61.9 74.2 60.4 68.5
Hotel Inter 5-D 39.0 51.0 35.6 40.6
Continental
Hyatt Regency 5-D 58.0 68.0 58.6 68.8
ITC Maurya Sheraton 5-D 60.0 71.0 61.0 68.8
Le Meridien 5-D 71.3 89.1 66.2 88.7
Park Royal 5-D 72.0 72.0 70.4 67.4
Taj Palace Hotel 5-D 74.0 87.0 69.4 73.2
The Taj Mahal Hotel 5-D 70.0 82.0 71.4 75.4
The Oberoi 5-D 79.0 77.0 59.8 68.8
Radisson 5-D 44.0 81.0 62.2 72.6
Source: Industry
Average Room Revenue (ARR)

(Rs per day) DoT ARR
Delhi average 3,218 4,105 3,915 4,428
Hotel Inter 5-D 2,602 3,394 2,821 3,122
Continental
Hyatt Regency 5-D 3,599 4,036 3,627 4,014
ITC Maurya Sheraton 5-D 4,493 5,128 4,325 4,980
Le Meridien 5-D 344 3,925 2,993 3,838
Park Royal 5-D 3,509 4,137 3,514 4,126
Taj Palace Hotel 5-D 3,782 4,066 3,914 4,185
The Taj Mahal Hotel 5-D 4,803 5,680 4,828 5,640
The Oberoi 5-D 1,895 1,890 5,236 5,866
Radisson 5-D 3,803 4,017 3,801 4,035
Revenue (Premium Segment)

(Rs per day) DoT RevPAR
Delhi average 1,993 3,045 2,364 3,033
Hotel Inter 5-D 1,015 1,731 1,004 1,268
Continental
Hyatt Regency 5-D 2,087 2,744 2,126 2,762
ITC Maurya Sheraton 5-D 2,696 3,641 2,640 3,427
Le Meridien 5-D 245 3,498 1,982 3,403
Park Royal 5-D 2,526 2,979 2,474 2,781
Taj Palace Hotel 5-D 2,799 3,537 2,716 3,063
The Taj Mahal Hotel 5-D 3,362 4,658 3,447 4,252
The Oberoi 5-D 1,497 1,455 3,131 4,036
Radisson 5-D 1,673 3,254 2,364 2,930
Source: Industry
31
Prospects for The Grand New Delhi (Unison Hotels Ltd.)
Delhi and Mumbai are the hub of economic activities of India. Hence, these locations
are most suited for five star hotels. Delhi as compared to Mumbai has an added
advantage of being capital of the country leading to additional traffic on account of
economic and commercial lobbying and political diplomacy. Delhi is the only city in
India, which has facilities to hold large conventions. Delhi also has an advantage of
being the Gateway City for tourist travelers to North India. Every traveler who plans to visit
North India, which has been a major attraction for foreign tourist, has to route himself
through Delhi only.
The hotel site is strategically located between the International airport and the city
centre, near to diplomatic enclave of the capital. The hotel is at a distance of just 8 km
from International and Domestic airports and around 14 km from the downtown business
centres like Connaught Place and Nehru Place. Only Radisson Hotel is closer to the
airports than this hotel. The Grand with its premium facilities is expected to attract a lot of
foreign business travelers who prefer to stay close to airport. Of late, most of the leading
corporates in Delhi are shifting to South Delhi areas like Gurgaon from the crowded areas
like Connaught Place. This hotel will be convenient for travelers going to Gurgaon. Thus,
the hotel is ideally located to attract foreign travelers as well as domestic business
travelers.
The recent auction of land by DDA (Delhi Development Authority), in front of the hotel for
DDAs forthcoming shopping mall, had a reserve price of Rs. 1000 million per hectare.
Going by the same valuation, the value of the land on which the hotel is built, would be
worth Rs.4000 million. The actual auction, concluded on Dec. 15, 2003 averaged Rs.1750
million per hectare. Buyers included Maruti Udyog, Bharti Telecom, ONGC, DLF and
others.
DDA is developing Delhis biggest shopping mall opposite the Hotel spread over 47
acres. The mall would comprise office blocks, a multiplex, and service apartments etc.,
which would increase the F&B revenues as well as ARR for the Hotel.
VI. STOCK MARKET DATA

The Company not being a Listed on any of the Exchange(s) no stock market data is
available.
32
VII. MANAGEMENT DISCUSSION & ANALYSIS OF THE FINANCIAL STATEMENT:
UHL has started commercial operations of its hotels from 30th June, 2003. Therefore,
audited financial statement for the period ended 31st March, 2004 is for a period of 9
months.
UHL audited financial statement for the year ended 31st March 2004 is given below.
Profit & loss Account
STATEMENT OF PROFITS AND LOSSES (Rs. in lacs)

31st March 31st March
2003 2004
(9 months)
Income
Rooms, Food, Beverages & other services 4307.37 6179.40
Other Income 194.37 1199.17
Total 4501.67 7378.56
Expenditure
Consumption of provision, beverages & 612.49 841.59
smokes
Payments to and provision for employees 401.20 989.19
Operating & general expenses 1451.82 1809.38
Misc. exp. W/off 11.28 15.02
Total 2476.79 3655.19
PBIDT 2024.95 3723.38
Interest expenses 2191.96 2485.42
Depreciation 790.65 1062.42
Provision for taxation - -
Profit / loss after tax (957.66) 175.53
Add: balance B/F from previous year (10.33) (968.00)
Balance transferred to balance sheet (968.00) (792.46)
33
STATEMENT OF ASSETS AND LIABILITIES (Rs. in Lacs.)

March 31,2003 March 31,2004
(9 Months)
1.Fixed Assets
Gross Block 33895.28 52795.04
Less Depreciation 841.77 1904.16
Net Block 33053.51 50890.88
Less : Revaluation Reserve 18775.00
Net Block after adjustment 33053.51 32115.88
for Revaluation Reserve
Capital Work in progress - 7.40
Preoperative Expenses - -
(pending capitalisation)
Total (1) 33053.51 32123.29
2.Current Assets,Loans and
Advances
Inventories 984.32 846.16
Sundry Debtors 840.08 1197.11
Cash and Bank Balance 224.82 350.01
Loans and Advances 470.28 748.32
Total (2) 2519.50 3141.60
3. Liabilities and Provisions
Current Liabilities and Provision 1871.90 2285.08
Loan Funds
Secured Loans
Debentures 5011.46 4069.74
Term Loan from Financial 21298.61 23071.36
Institutions/ Banks
Vehicle Loan - 68.91
Working capital borrowing 890.87 238.90
Interest & other charges accrued 759.16 -
& due
Unsecured Loans
Banks 775.00 334.25
Others 1210.01 480.46
Total {3) 31817.00 30548.70
4. Miscellaneous Expenses 63.82 48.79
5. Profit & Loss Account 968.00 792.46
Net Worth (1+2-3+4+5) 4787.83 5557.44
Represented by
Share capital (equity) 38,67.32 4759.32
(Preference) 540.00 540.00
Reserve & Surplus 61.05 18836.05
Less:Revaluation Reserve - 18775
Reserves (Net of Revaluation 61.05 61.05
Reserves)
Profit & Loss Account
Share application money 3,19.46 197.07
(Pending Allotment)
Net Worth 47,87.83 5557.44
34
The following discussion and analysis should be read in conjunction with financial
statements.
During the nine months period ended March 31, 2003, the company achieved total
income of Rs. 450.2 million on which it earned PBIDT of Rs. 202.5 million. After considering
interest expenses of Rs. 219.2 million and depreciation charges of Rs. 79.1 million during
the 9 months period ended March 31, 2003, UHL recorded operating loss of Rs. 95.8
million. It may be noted that the year 2003-04 would be the first full year of operations
and the company proposes to reduce its interest expenses further in future. UHL has
already converted Rs.1500 million of ICICI Banks project loans into foreign currency.
During the FY2003-04, the company has achieved a turnover of Rs.737.85 million.
However, the first half of every year is a lean period for the hotel industry, and contributes
only 30% of the total years turnover. Subsequently, in the months of Oct. and Nov. 2003,
the occupancy rates increased to 82% and 94% respectively. Similarly, average room
revenue (ARR) also increased from Rs.3146 to Rs.3689 per day.
The improvement in performance has been on account of stabilization of operations and

increase in efficiency of the hotel operations.
Unison Hotels Limited confirms that:
1. There have been no unusual or infrequent events or transactions, since the date of
the Auditors Report contained herein.
2. There are no significant economic changes that materially affected or are likely to
materially affect income from continued operations.
3. There are no known trends or uncertainties that have had or are likely to have a
material adverse impact on the revenue or income from continuing operations.
4. There have been no changes in the activity of the Issuer which may have had a
material effect on the statement of profit / loss for the last five years.
Material Development:
In the opinion of the Company, since the date of the last financial statement disclosed in
the Information Memorandum, there have been no circumstances that materially and
adversely affect or are likely to affect the trading or profitability of the Bank, or the value
of its assets, or its ability to pay its liabilities, within the next twelve months.
VIII. FINANCIALS OF GROUP COMPANIES PROMOTED BY PROMOTERS
There is no Company which is a subsidiary Company of UHL and also there is no

company under the same management as defined u/s 370(1)(b).
35
IX. CAPITAL ISSUES DURING LAST THREE YEARS:
A. Equity Issued -
Issue of shares on Preferential basis by Unison Hotels Limited in last three years
(Rs.)
Year 2001- 2002-2003 2003-2004
2002
Amount of Issue Nil 3,28,00,000 1,57,00,000
Date of Allotment Nil 28.12.2002 04.10.2003
Date of Delivery of Certificate
Rate of Dividend Nil Nil Nil
B. Secured Redeemable Privately Placed Non Convertible Debentures issued by the

Company has not issued any Debentures during last three financial years.
X. BASIS FOR ISSUE PRICE
Issue is based at par and interest would be benchmarked based on the credit rating of
the company, market scenario and the financials of the Company.
XI. OUTSTANDING LITIGATIONS OR DEFAULTS
Outstanding litigations pertaining to Unison Hotels Limited
(a) There are litigations involving claims against the UHL to the extent of approximately
Rs. 16.89 crores, not acknowledged as debts. Brief details are given in the table below.

(Rs. Crores)
made by Municipal
2 5.17 Arbitration M/s. D S Gupta Contracts
Pvt. Ltd.
3 4.88 Arbitration M/s. Ahluwalia Contract
(India) Ltd.
Income Tax Dept.
Total 16.89
36
* Brief Particulars
1. The Municipal Corporation of Delhi had assessed an amount of Rs 8.64 cr. as property
tax payable by UHL for the period upto 31st March 2003 on 2nd May 2003. UHL has already
deposited the admitted tax of Rs.4.03 cr. UHL has filed a writ petition in Delhi High Court
challenging the assessment of Municipal Corporation of Delhi, which is pending for final
disposal.
Management Perception: UHL is confident that the admitted tax already deposited is
sufficient to meet the property tax on re-assessment by Municipal Corporation of Delhi
and therefore does not foresee any additional cash outflow.
2. M/s. D S Gupta Contracts Pvt. Ltd. was a contractor engaged during the construction
stage of the Hotel. The contractor has subsequently raised a claim of Rs. 5.17 cr. which is
under arbitration.
Management Perception: The Company has already filed a counter-claim of Rs.41.05 cr.
and does not foresee any outflow in respect of the above.
3. M/s. Ahluwalia Contracts (India) Ltd.. was a civil contractor engaged during the
construction stage of the Hotel. The contractor has subsequently raised a claim of Rs.4.88
cr. which is under arbitration.
Management Perception: The claim is before the arbitrator. and the Company does not
foresee any outflow in respect of the above.
4. The Income Tax Department (TDS) has raised a demand of Rs.83.68 lakhs for the
financial years 1998 to 2001. The Company has already deposited Rs.83.68 lakhs against
the aforesaid demand. It has also filed an appeal before the ITAT (Income Tax Appellate
Tribunal) challenging the aforesaid order.
Management Perception: UHL is confident that ITAT is likely to uphold UHLs appeal.
37
XII. RISK FACTORS AND PROPOSALS TO ADDRESS THE RISK
RISK FACTORS
Following are certain considerations, which the investors should peruse before making an
investment in the issue. The material implication of the risks envisaged by the
management has been quantified as far as possible. Where such quantification has not
been made it may be construed that the implication cannot be quantified.
1. Operational risks arising from poor maintenance of hotel rooms, poor quality of F&B
services and other facilities, outdated technology etc.
Management Perception: With experienced personnel from international and Indian

hotel industry, no risk is envisaged in the operations / maintenance of the Hotel. The
promoters are already running six other 5-star hotels. The Hotel has been set up with
international standards in consultation with Hotel Project Systems, Singapore for
setting up of systems, methods, standards and specifications in all operational areas
like procurement, accounting, administration, food and beverage planning, rooms
division planning and human resources. The Hotel was set up to meet the most
luxurious classification of the Hyatt chain of hotels worldwide.
2. Decrease in economic growth in the country can reduce business traffic and result
in decreased revenues.
Management Perception: Currently, India has achieved a high rate of growth, which
is expected to sustain over the years. Keeping in view the Commonwealth games to
be held in 2010 in New Delhi, the industry demand is expected to grow by 9% per
annum on average. The management does not foresee any adverse impact from
the above-mentioned risk.
3. The hotel industry derives a significant share of its income from foreign tourist arrivals,
which could be adversely affected due to political instability, war, epidemics etc.
Management Perception:
This risk is common to the entire hotel industry. UHL has the ability to diversify its
revenues partly by catering to airline crews, owing to its proximity to the airport. A
substantial source of revenues is also from food and beverages, conferences etc.
4. Increased competition from other hotels and availability of new rooms in the city
can adversely affect the company.
Management Perception: UHLs hotel property is located close to the international
airport, which gives it an operational advantage. In the short time that it has been
operational, UHL has been able to successfully compete and gain market share from
more established players. The management is confident of being able to meet the
competition in future also. Also, there are currently no new projects in the super
deluxe category or 5-star category in the pipeline.
5. Non availability of requisite raw material in right quality and quantity can affect the
operations of the Hotel.
Management Perception: Most of the raw material required for running the hotel is
available locally and no risk on this count to operations of the Hotel is envisaged.
38
6. There are 4 material litigations / claims against the Company to the extent of
approximately Rs 16.89 crores, not acknowledged as debts. A brief of the same is
given in the table below.

(Rs. Crores)
made by Municipal
2 5.17 Arbitration D S Gupta Contracts Pvt.
Ltd.
3 4.88 Arbitration Ahluwalia Contracts India
Ltd.
Income Tax Dept.
Total 16.89
Management Perception: UHL has adequate number of experienced legal

professionals / engaged services of reputed legal counsel. UHL expects to be able to
resolve the claims / litigations over a period of time.
7. As on March 31, 2004 UHL contingent liabilities of Rs.26.42 Crores.

Management Perception: This is disclosed in the annual accounts as a statutory
disclosure.
8. Significant fraud, systems failure or calamities could adversely impact the UHLs
business. A significant failure of security measures could have a material adverse
effect on its business and its future financial performance. Computer break-ins and
power disruptions could affect the security of the information stored in and
transmitted through its computer systems and network infrastructure.
Management Perception: The UHL has implemented robust security technology and
established operational procedures to prevent break-ins, damage and failures. The
UHL employs security systems, including firewalls and password encryption, designed
to minimize the risk of security breaches. These are continuously reviewed and
upgraded.
9. The financial disclosures on financials in the Information Memorandum may not be

available to investors after listing on continuous basis.
Management Perception: Disclosures made in the Information Memorandum are
statutory disclosures. UHL is a closely held company.
39
XIII. DISCLOSURE ON INVESTOR GRIEVANCES AND REDREESAL SYSTEM :
To ensure that Investors grievances are attended to expeditiously the Company has
appointed M/s. MCS Limited as its Registrar.
REGISTRAR TO THE ISSUE:

MCS Limited
Sri Venkatesh Bhavan, Plot No.27,
Road No.11,M.I.D.C.,Andheri (East)
Mumbai-400093
Tel No.:
Fax No.:
Further, investors may note that a compliance officer has also been appointed by the
Bank and he may be contacted in case of any grievances at the following address :
Shri. Rajesh Rustagi

Director Corporate Finance & Company Secretary,
Tel No. 011-26705227, Fax No. 011-26705223
website:www.thegrandnewdelhi.com, E.mail address : rajesh.rustagi@unision hotels.com
There are no listed companies under the same management within the meaning of
Section 370 (1)(B) of the Companies Act, 1956 for which similar aforesaid details are
required to be furnished.
40
PART II
XIV. GENERAL INFORMATION
Consent
M/s. Doogar & Associates, Chartered Accountants, the Statutory Auditors of the
Company have their written consent to their report being included in the form and
content in which it appears in this Information Memorandum
UTI Bank Limited has given its written consent to act as Trustees to the issue and for
including their name in the Information Memorandum.
M/s MCS Limited has given its consent written consent to act as Registrar to the issue and
for including its name in the Information Memorandum Registrar
Change in Directors of Unison Hotels Ltd during the Last Three Years
The following Persons have been appointed and inducted into the Board as Directors
during the last 3 years
Sr. Name of Director Date of Appointment

No.
1 Mrs. Ratna Devi Saraf 05.12.2002
2 Mr. Balaji Swaminathan 13.01.2003
3 Mrs. Pallavi S.Shroff 30.01.2002
The following Persons have ceased to be Directors during the last 3 years
Sr. Name of Director Date

No.
1 Sh. Shardul S. Shroff 24.11.2001
2 Sh. Vimal Bhandari 07.07.2002
3 Mrs.Pallavi S.Shroff 01.10.2002
Change in Auditors of Unison Hotels Limited during last three years
There is no change in Auditors of the Company during last three years
Authority for the Present Offer
41
Procedure and time schedule for allotment and issue of certificates.
Debentures would be allotted by Board of Directors of the Company and Letter of

Allotment would be issued / credited within 7 days from date of allotment and
Debenture Certificate in Dematerliased form would be issued / credited within 3 months
from the date of allotment.
Name and address
The Company Secretary Auditors:

Rajesh Rustagi M/s. Doogar & Associates,
Unsion Hotels Limited 13, Community Centre, East of Kailash,
Plot No. 2, Nelson Mandela Road, Vasant New Delhi 110065
Kunj, Phase II New Delhi 110070 Tel.: 011-26472557
Tel No. 011-26705227, Fax No. 011-26705223 Fax:011-26219491
42
XV. AUDITORS REPORT & FINANCIAL INFORMATION
AUDITORS CERTIFICATE
To
The Board Of Directors

Plot No. 2, Nelson Mandela Road
Vasant Kunj, Phase-II
New Delhi 110 070.
Dear Sirs,
In terms of our appointment for the purpose of certification of the statement of accounts
to be incorporated in the Information Memorandum proposed to be issued by the
Company in connection with the private placement of Non-convertible Redeemable
Debentures. We state as follows:
1. We have examined the Audited Accounts of the company for the five financial
years ended on 31st March 2004 being the last date upto which the accounts of the
company have been made up and audited by us.
2. In accordance with the requirements of Clause B (1) of Part-II of Schedule II of the

Companies Act, 1956 and Securities and Exchange Board of India (SEBI) (Disclosures
and Investors Protection) Guidelines, 2000, we report as follows:
(A) The Profit & Loss of Unison Hotels Limited (UHL) for each of the five financial years
ended on March 31, 2004 (audited), which were drawn up in accordance with
the provisions of the Companies Act, 1956 are as set out in Part-I, enclosed.
(B) The assets and liabilities of UHL for each of the five financial years ended March
31, 2004 (audited) except year 2002 for which financial year ended on 30thJune
comprising 15 Months.
(C) The aforesaid statements of Profit & loss and Assets & liabilities:
I. read together with Significant Accounting Policies and Significant Changes in

Accounting Policies as set out in Part-III, Material Notes on Accounts and Notes
on Adjustments as set out in Part-IV have been drawn after giving effect to
adjustments and regrouping as and where, in our opinion, considered
appropriate and,
II. have been prepared by the company in accordance with the provisions of
the Companies Act, 1956 and guidelines issued by with Securities and
Exchange Board of India (SEBI) (Disclosures and Investors Protection)
Guidelines, 2000, and Amendments made thereto.
3. Unison Hotels Limited has no subsidiaries.
4. Annexures I to VI have been stamped and initialed by us for identification. This

report is being issued to the company for inclusion in the Information
43
Memorandum in connection with the proposed of Debentures by the company

and needs to be considered entirely along with the Annexures. Based on the
information and explanations given to us and our observations, the financial
information in the annexures have been drawn up by the Company in
accordance with the requirements of the guidelines and clause B of Part II OF
Schedule II of the Companies Act, 1956 as amended from time to time.
For and on behalf of

Doogar and Associates
Chartered Accountants
Sd/-
Mukesh Goyal
Partner
M. N. 81810
Place: New Delhi

Date: 05th September 2004
44
PART I STATEMENT OF PROFIT AND LOSS

(Rs. in Lacs)
For the Year/Period March March 31,2001 June 30,2002 March 31,2003 March 31,2004
31,2000
INCOME
i) Rooms,Food,Beverages
& Other services 8.78 4307.37 6179.39
ii) Other Income 3.60 1.20 1.33 194.36 1199.17
Total (i+ii) {a} 3.60 1.20 10.12 4501.74 7378.56
EXPENDITURE
i)Consumption of - - 2.55 6,12.49 841.59
Provision,Beverage & Smokes
ii)Payment to and provision for 2.37 0.82 4.07 401.20 989.18
Employees
iii) Operating & General Expenses - - 6.34 1451.81 1809.37
iv)Miscellaneous Expenditure - - 0.04 11.28 15.02
Written Off
Total (i+ii+iii+iv) {b} 2.37 0.82 13.01 2476.79 3655.18
Profit before Interest & 1.22 0.37 (2.89) 2024.95 3723.37
Depreciation { a-b }
Interest & Finance charges - - 9.04 2191.96 2485.41
Depreciation - - 3.75 790.65 1062.42
Profit/(Loss) before Tax 1.22 0.37 (15.69) (957.66) 175.53

Provision for Income Tax
-Current Tax - - - - -
-Deferred Tax - - - - -
Profit/(Loss) after Tax 1.22 0.37 (15.69) (957.66) 175.53
Add Balance B/F from Previous 3.75 4.98 5.35 (10.33) (968.00)
Years
Balance Transferred to Balance 4.97 5.35 (10.33) (968.00) (792.46)
Sheet
Adjustment resulting from audit qualifications,material amounts relating to adjustments for previous years and
changes in accounting policies:
For the Year/Period ended March 31,2000 March 31,2001 June 30,2002 March 31,2003 March 31,2004
(15 Months) (9 Months)
Nil Nil Refer to Note Refer to Note No Refer to Note
No 1 2- 4 No. 5-6
Note 1: The company has prepared its account statement for a period of fifteen months from 1st April, 2001 to
30th June, 2002 and commenced commercial operation of the Hotel on 30th June, 2002 therefore comprising
only one day of commercial operation during the period.
Note-2: Regarding non-compliance of AS-11 the effect of changes in foreign exchange rates. The Company
has credited the other income amounting to Rs.1.61 cr. resulting into overstatement of gross fixed assets and
consequent depreciation thereon the amount of which neither has been ascertained nor disclosed.
Note-3: During the year the company has changed the method of accounting for the valuation of Gratuity
and leave encashment which has been brought in line with the actuarial valuation and Rs.12.53Lac and
Rs.5.13lac on account of Gratuity and leave encashment respectively representing excess provision in the
earlier years have been written back.
Note-4:The MCD has earlier raised the demand of Rs.23.22 cr towards the property taxes for the period upto
31.03.2003.On remanding the matter by Honble Delhi High Court by quashing the assessment order of MCD on
reassessment MCD has raised the revised demand of Rs.8.64 cr for period upto 31.03.2003.The company has
already filed the writ petition against the reassessment order of MCD in Delhi High Court, which is pending for
final disposal. The management is contemplating that the tax already paid and provided, shall be sufficient to
meet the demand of property taxes upto 31.03.2003.Further provision/adjustment will be made in the account
on the final decision in the matter.
45
Note-5 : The Company has continued to credit the effect of changes in foreign exchange rates amounting to
Rs.11.61 cr. resulting into overstatement of gross fixed assets and depreciation thereon the amount of which
neither has been ascertained/ disclosed.
Note 6: Non provision of doubtful unsecured advance of Rs.1.50 cr resulting into overstatement of Profit.
PART II STATEMENT OF ASSETS AND LIABILITIES
March 31,2000 March June 30,2002 March 31,2003 March 31,2004

31,2001 (15 Months) (9 Months)
1.Fixed Assets
Gross Block 3567.64 3594.30 33820.57 33895.27 52795.04
Less Depreciation 23.07 38.12 51.11 841.76 1904.16
Net Block 3544.56 3556.18 33769.45 33053.50 50890.87
Less : Revaluation Reserve 18775.00
Net Block after adjustment 3544.56 3556.18 33769.45 33053.50 32115.87
for Revaluation Reserve
Capital Work in progress 12659.81 12470.39 - - 7.40
Preoperative Expenses 7646.98 11449.20 - - -
(pending capitalisation)
Total (1) 23851.36 27475.78 33769.45 33053.50 32123.28
2.Current Assets,Loans and
Advances
Inventories 51.22 814.87 1011.17 984.32 846.16
Sundry Debtors 7.20 112.69 260.18 840.07 1197.11
Cash and Bank Balance 1113.78 239.15 139.56 224.82 350.00
Loans and Advances 87.48 583.44 456.86 470.27 748.32
Total (2) 1259.69 1750.15 1867.78 2519.50 3141.60
3. Liabilities and Provisions
Current Liabilities and 629.66 1454.74 1845.03 1871.89 2285.07
Provision
Loan Funds
Secured Loans
Debentures 4493.17 5293.17 5145.51 5011.45 4069.74
Term Loan from Financial 14792.29 16500.00 20101.84 21298.60 23071.35
Institutions/ Banks
Vehicle Loan - - - - 68.90
Working capital borrowing - 480.68 911.54 890.86 238.90
Interest & other charges 452.42 - 900.39 759.15 -
accrued & due
Unsecured Loans
Banks 160.49 611.96 853.24 775.00 334.25
Others 741.00 631.14 1399.24 1210.01 480.46
Total {3) 21269.06 24971.70 31156.83 31817.00 30548.70
4. Miscellaneous Expenses 884.84 609.47 75.10 63.82 48.79
5. Profit & Loss Account - - 10.33 968.00 792.46
Net Worth (1+2-3+4+5) 4726.83 4863.71 4565.85 4787.82 5557.44
Represented by
Share capital (equity) 3539.31 3539.31 3539.31 3867.31 4759.31
(Preference) 540.00 540.00 540.00 540.00 540.00

Reserve & Surplus 61.05 61.05 61.05 61.05 18836.05
Less:Revaluation Reserve - - - - 18775.00
Reserves (Net of Revaluation 61.05 61.05 61.05 61.05 61.05
Reserves)
Profit & Loss Account 4.97 5.35
Share application money 581.49 717.99 425.48 319.45 197.07
(Pending Allotment)
Net Worth 4726.83 4863.71 4565.85 4787.82 5557.44
46
PART-III
SIGNFICANT ACCOUNTING POLICIES

(As appearing in the annual report of the company for the Financial Year 2003-04)
1. GENERAL
a) The Financial Statements are prepared under the historical cost convention on
accrual basis and on the principle of going concern.
b) Accounting policies not specifically referred otherwise are consistent and are in
accordance with generally accepted accounting principles and applicable
Accounting Standards issued by the Institute of Chartered Accountants of India
(ICAI).
2. REVENUE RECOGNITION
a) Income from guest accommodation is recognized on day to day basis after the
guest checks into the hotel. Sale of Food and Beverage are recognized at the point
of serving these items to the guest. Sales are stated, exclusive of amount recovered
towards Sales Tax, Expenditure Tax, Luxury Tax and Service Tax.
b) Claims and interest on Income Tax refunds are accounted only when there is
reasonable certainty of its realization.
3. VALUATION OF INVENTORIES
a) Inventories are valued at cost or net realizable value, whichever is lower.

b) Cost is determined on the basis of weighted average method.
c) Operating equipments in circulation are valued at weighted average cost less
estimated diminution in value on account of usage as assessed by the
management.
d) Obsolete stocks are identified and are charged off to revenue.
4. FIXED ASSETS
a) Fixed assets (other than land) are stated at historical cost less accumulated
depreciation. Historical cost comprises the purchase price and all direct cost
attributable to bring the asset to its location and working condition for intended use.
b)Borrowing cost eligible for capitalization incurred in respect of acquisition /
construction of qualifying assets till the assets are substantially ready for use, are
capitalized/carried forward as capital work in progress as part of the cost of assets.
c) The leasehold land has been shown at revalued price. Since the lease is
perpetual in nature no depreciation has been charged.
5. DEPRECIATION
Depreciation is provided on straight-line method in accordance with Schedule XIV

of the Companies Act, 1956.
47
6. FOREIGN EXCHANGE TRANSACTIONS / TRANSLATION
Transactions in foreign currencies are recorded at the exchange rate prevailing at

the time of the transaction while those remaining unsettled at the year-end are
translated at the year end rates. Net Resultant exchange differences, if any, are
being recognised as income / provided as expenses.
Exchange Fluctuations on foreign currency transactions relating to fixed assets are
apportioned to the original cost of the assets acquired through such transaction.
Foreign currency balances at the year-end have been converted at the year end
rates of exchange.
7. TAXATION
Provision for tax consists of current tax and deferred tax. Current tax provision is
computed for current income based on the tax liability after considering allowances
and exemptions. Deferred tax assets and liabilities are computed on the timing
differences at the balance sheet date between the carrying amount of assets and
liabilities and their respective tax bases. Deferred tax assets are recognized based
on management estimates of available future taxable income are assessing its
certainty.
8. RETIREMENT BENEFITS.
The periodical contributions made to the concerned authorities towards ESI and
Provident Fund are charged to revenue.
Provisions for Gratuity and Leave Encashment have been provided in the books of
accounts as per actuarial valuation
9. LEASES
Lease of assets under which all the risks and benefits of ownership are effectively
retained by the lessor are classified as operating lease. Payments made under
operating lease are charged to Profit and Loss Account on a straight-line basis over
the period of the lease.
10. INTANGIBLE ASSETS
Intangible assets are recognised on the basis of recogination criteria as set out in
Accounting Standard (AS) 26 Intangible Assets and are amortised on straight-
line basis, over the expected useful life of assets.
Intangible assets include software cost that are amortised at the rates applicable for
computers specified in Schedule XIV to the Companies Act, 1956, which is a fair
representation of the period of time over which the assets is expected to be used.
11. MISCELLANEOUS EXPENDITURE
Preliminary / Capital issue expenses are to be written off over a period of five years
from the date of commercial operation.
48
PART-IV
Material Notes on Accounts (as appearing in the annual report of the company for the
Financial Year 2003-04)
1.`Contingent Liabilities
Contingencies are disclosed and not provided
1 Particulars Current Year (Rs.) PreviousYear(Rs.)

a) Bank Guarantees issued on behalf of the 244.29 273.05
company.
b) Bond executed in favour of President of 1018.00 1018.00
India,Asst.Comm. of Customs,ICD
Delhi,India in lieu of Export obligations.
c) Arrears of fixed cumulative dividends on 440.09 318.53
Preference Shares.
d) LC issued on behalf of the Company. 5.75 Nil
e) Interest on Preference Shares to State 139.05 84.65
Bank of India.
f) Claims against the Company not 749.39 605.50
acknowledged as Debts.
2. Capital Commitment pending execution 45.95 25.99
(Net of Advances)
2. The Company has a policy of providing the diminution in value on account of usage
over the estimated useful life of operating equipments. The management, as a
matter of prudence, has decided to provide 100% diminution for uniform including
fabrics, etc. This has resulted into higher consumption of current operating
equipments by Rs. 1.41 Crores and lower profitability by an even amount.
3. During the year the company has carried out the revaluation of land at Rs. 220 Crores
which was originally purchased in auction for Rs.32.25 crores resulting in the net
addition of Rs. 187.75 crores on the basis of valuation carried out by approved
valuers. This exercise was resorted by the company in order to recognise the value of
Hotel land at prevailing market price.
4. Additional Information
Current Year (Rs.) Previous Year (Rs.)

a. Earning in Foreign Exchange 3068.70 261.92
(on accrual basis)
b. CIF Value of Imports:
-Food & Beverages 153.71 10.15
-Capital Goods 9.60 13.68
c. Value of Consumption
Imported 4.14 6.71
Indigenous 837.44 605.77
d. Expenditure in Foreign Currency:
-Foreign Travel 4.03 0.42
49
-Payment to Foreign consultants Nil 49.42

-Commission & Brokerage 4.11 0.98
-Other Expenses 10.93 0.40
e. Payment to Auditors
-Audit Fee 2.75 2.37
-Tax Audit Fee 0.33 0.32
-Certification charges 0.11 0.10
f. Managerial Remuneration:
-Salary to Managing Director 14.40 6.80
-Rent Free Accomodation 8.40 1.75
-Gratuity (Provision) 6.92 6.23
5. Deferred Taxes
Deferred taxes arise because of difference in treatment between financial accounting

and tax accounting, known as Timing Differences. The tax effect of these timing
differences is recorded as Deferred Tax Assets (generally items that can be used as a
tax deduction or credit in future periods) and Deferred Tax Liabilities (generally items
for which the company has received a tax deduction, but have not yet been recorded
in the statement of income).
PARTICULARS As at 31.03.2004 (Rs.) As at 31.03.2003 (Rs.)
Deferred Tax Liabilities
Depreciation 2457.01 1404.21
Total (A) 2457.01 1404.21
Deferred Tax Assets
Funded Interest 936.75 595.18
Unabsorbed Depreciation 1728.33 1175.64
Carry Forward Losses 31.76 31.14
Total (B) 2696.85 1801.96
Net Deferred Tax Assets (B-A) 239.83 397.75
Based on projections for future taxable income over the periods in which the deferred tax
assets are deductible, management believes it is more likely than not that deferred tax
assets would be so realised in near future. However as a matter of prudence deferred tax
assets have been recognised only to the extent of deferred tax liabilities.
6. Segment Reporting:
The Company is presently operating only one integrated Hotel at one geographical
location at New Delhi. The entire operation is governed by the same set of risk and returns
and hence the same has been considered as representing a single segment. The said
treatment is in accordance with the guiding principals enunciated in the Accounting
Standard on Segmental Reporting (AS-17).
7. Related Parties (as identified by the management):
Key Management Personnel
Mr.Umesh Saraf
Managing Director
50
Relatives of Key Management Personnel

Mr. R.S. Saraf (Father )
Ms. Priti Saraf (Wife)
Ms. R.D.Saraf (Mother)
Mr. Arun Saraf (Brother)
Entities over which Key management Personnel have significant influence

Madison Hotels Limited,
Unison Power Limited,
Asian Hotels Limited,
Juniper Hotels (Pvt.) Limited,
Taragaon Regency Hotels Limited, Kathmandu,
Yak & Yeti Hotels Limited,
R.S.Saraf (HUF).
Related party Transactions
During the year, the company has entered into certain transactions with related parties
(as identified by the management). These transactions for the year ended on 31st
March 2004 and their balances as on that date are presented in the following table:
A) Transactions Key Management Relatives of Key Entities over which key
Personnel Management Personnel management personnel
have significant influence
Purchaseofgoods/Services - - -
(-) (47,450) (37.000)
Interest Paid - - 25,33,093
(-) (-) (29,58,000)
Interest Recvd - - 54,386
(-) (-) (-)
Remuneration 23,49,230 - -
(10,19,230) (-) (-)
Advance - - 1,44,00,000
(-) (-) (1,82,75,000)
Share application refund - 1,57,00,000 -
(-) (-) (28,00,000)
Advance Receivable - - 1,10,30,078
(-) (-) (-)
Inter corporate Deposits 50,00,000 - -
(-) (-) (-)
Share application - 5,45,00,000 3,81,36,900

Money recvd. (-) (48,00,000) (1,93,46,780)
B)Amount outstanding Key Management Relatives of Key Entities over which key
Personnel Management Personnel management personnel
have significant influence
Inter corporate Deposits payable - - 1,54,00,000
(-) (-) (2,04,00,000)
Loans & advances Recvd. - - 1,27,05,078
(-) (-) (-)
Advances Payable - - -
(-) (-) (1,44,00,000)
Interest Receivable - - 54,386
(-) (-) (-)
Figures in brackets are for previous year
51
8. Previous year figures have been regrouped and rearranged wherever considered
necessary.
PART V
Key Accounting Ratios

For the year ended 31.03.2003 31.03.2004
Earning Per share (EPS) (Rs.) (2.47) 0.36
(annualised)
Cash earning Per share (CEPS) (Rs.) (0.43) 2.60
(annualised)
Definitions of Key Ratios:

Earning Per share (EPS) (Rs.) Profit after Tax/Number of Equity shares
Cash earning Per share (CEPS) (Rs.) (Profit after Tax+ Depreciation)/Number of
Equity shares
Capitalisation Statement as at March 31,2004:

Particulars Rs.
Loan Funds
Long Term 272,10,00,808
Short Term 10,53,61,707
Total Debts 282,63,62,515
Shareholders Funds
Share Capital 47,59,31,960
Reserve and Surplus 188,36,05,000
Less Revaluation Reserve 187,75,00,000
Total Equity 48,20,36,960
Long Term Debt/Equity 5.64
PART VI
STATEMENT OF DIVIDEND DECLARED BY THE COMPANY

Year Ended March March June 30,2002 March 31 March
31,2000 31,2001 15 Months 2003 31,2004
9 Months
For the Year 1999-2000 2000-2001 2001-2002 2002-2003 2003-2004
Number of Equity Shares
Fully Paid up 3,53,23,196 3,53,23,196 3,53,23,196 3,63,23,196 4,33,93,196
Partly paid up - - - 1,75,00,000 1,20,00,000
Rate of Dividend Nil Nil Nil Nil Nil
52
XIV.Principal Term of Loans & Assets charged as Security (as on March 31,2004)
Sr. No Description (Loan) Amount Assets charged as Security Principal Terms of

Outstanding Issue
(Rs.)
1 ICICI Bank Ltd. 71,36,78,465 First Mortgage and charge on 28 Quarterly
(Rupee Loan) all the immoveable properties instalments
and hypothecation of all the commencing from
moveables (except Book Debts) 15th Jan 2006
including movable except Rs.27 Cr &
machinery,machinery would be repaid
spares,tools as accessories both as bullet payment
present and future. in 2009.
2 ICICI Bank Ltd. 137,69,68,063 First Mortgage and charge on 28 Quarterly
(Foreign Currency all the immoveable properties instalments
Loan) and hypothecation of all the commencing from
moveables (except Book Debts) 15th Jan 2006.
including movable
machinery,machinery
spares,tools as accessories both
present and future.
3 Industrial 12,39,94,234 Second Mortgage and charge 20 Quarterly

Development Bank on all the immoveable instalments
of India properties and hypothecation of commencing from
(Rupee Loan) all the moveables (except Book April , 2005.
Debts) including movable
machinery,machinery
present and future.
4 Housing 9,24,95,200 Mortgage and charge on all the 4 Yearly
Development immovable properties and instalments
Financial Second charge by way of commencing from
Corporation Ltd. hypothecation of all the 18th May 2006.
(Foreign Currency moveables (except Book Debts)
Loan) including movable
machinery,machinery
Present and future.
5 ICICI Bank Ltd. 68,90,825 Hypothecation of Vehicles. Repayable in 36
(Vehicle Loan) equal monthly
instalments.
6 Oriental Bank Of 2,38,90,245 First charge on the current assets
Commerce and Second pari passu charge
(Working Capital on the Fixed assets of the
Loan) company.
53
XV. STATUTORY AND OTHER INFORMATION
a) Minimum Subscription
Pursuant to the notification no. SEBI/MRD/SE/AT/46/2003 dated 22nd December 2003

issued by SEBI minimum subscription clause is not applicable to the privately placed
debt securities.
b) Expenses of the Issue giving separately fee payable:

Trusteeship Fees & Registrar and Transfer Agent Fees are specified in the respective
consent letter which are available for inspection.
c) Commission/Brokerage: Nil
Debt : Nil
d) Purchase of Property
No property has been purchased by the Company during last two financial years.
e) Rights of Debentureholders
Debentureholders do not carry any rights regarding voting, dividend, lien on shares.
f) Modifications of Rights
The rights, privileges, terms and conditions attached to all Debentures may be
varied, modified or abrogated with the consent, in writing, of those holders of the
Debentures who hold at least three-fourths of the outstanding amount of
Debentures or with the sanction accorded pursuant to a resolution passed at a
meeting of the Debentureholders, carried by a majority consisting of not less than
three-fourths of the persons voting there upon a show of hands or, if a poll is
demanded by a majority representing not less than three-fourths in value of the
votes cast on such poll, provided that nothing in such consent or resolution shall be
operative against the Issuer if the same are not accepted in writing by the Issuer.
g) Restrictions, if any, on Transfer and Transmission of Debentures and on their

Consolidation
The Issuer will not register any transfers of the Debentures to any NRIs (except on non-
repatriation basis), OCBs, FIIs, or any persons not resident in India, unless appropriate
regulatory approvals are obtained. The Issuer shall not be duty bound to take
interest or trust in or over the Debentures.
The title to the Debentures shall pass by execution of duly stamped transfer deed(s)
accompanied by the Debentures certificate (s) / Letter of allotments (s) together
with necessary supporting documents. The transferee(s) should deliver the
Debenture certificates to the Issuer for registration of transfer in the Register of
Debentureholders at the Registered Office. The Issuer on being satisfied will register
the transfer of such Debentures in its Register of Debentureholders. The person
whose name is recorded in the Register of Debentureholders shall be deemed to be
the owner of the Debentures.
54
Request for registration of transfer, along with the necessary documents, and all other
communications, requests, queries and clarifications with respect to the Debentures
should be addressed to and sent to the Registered Office. No correspondence shall
be entertained in this regard at any other Branches or any of the offices of the Bank.
Transfer of debentures in dematerialised form would be in accordance to the rules

/procedures as prescribed by NSDL /Depository Participant.
h) Consolidation and Splitting of Debentures
The request from Registered Debentureholder(s) for splitting / consolidation of

Debenture certificates will be accepted by the Issuer only if the original Debentures
certificate(s) is / are enclosed along with an acceptable letter of request.
No requests for splits below the Market Lot will be entertained.
i) Transmission
In the event of demise of a Registered Debenture holder of the Debentures, or the

first holder in the case of joint holders, the Issuer will recognize the executor or
administrator of the demised Debenture holder or the holder of succession
certificate or other legal representative of the demised Debenture holder as the
Registered Debentures holder of such Registered Holders Debentures if such a
person obtains probate or letter of administration or is the holder of succession
certificate or other legal representation, as the case may be, from a Court of India
having jurisdiction over the matter and delivers a copy of the same to the Issuer.
The Issuer may in its absolute discretion, where it thinks fit, dispense with the
production of the probate or letter of administration or succession certificate or
other legal representation, in order to recognize such holder as being entitled to the
Debentures standing in the name of the demised debentures holder on production
of sufficient documentary proof or indemnity.
j Revaluation of Assets
During the year the Company has carried out the revaluation of Land at Rs.220
Crores which was originally purchased in auction for Rs.32.25 crores resulting in the
net addition of Rs.187.75 crores on the basis of valuation carried out by the
approved valuers.This exercise was resorted by the company in order to recognise
the value of hotel land at prevailing market price.
XV. MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTS
The following contracts and also documents for inspection referred to hereunder, may
be inspected at the registered office of the company at New Delhi from 11.00 am to 1.00
pm from the date of this Information Memorandum until the date of closure of this Issue.
55
MATERIAL CONTRACTS
1. Agreement / Supplementary agreements between Company and MD regarding

terms of appointment of Mr Umesh Saraf.
2. Letter from M/S MCS Limited giving their consent to act as Registrar
3. Letter from UTI Bank Limited giving their consent to act as Trustees to the issue.
DOCUMENTS
1. Memorandum and Articles of the Bank as amended from time to time
2. Certificate of Incorporation of the Bank dated 18th April, 1994, and Certificate of
Commencement of Business dated 2nd May, 1994.
3. Hotel Licence
4. Audited Accounts of the Bank for the period ended 31st March, 2004 and the Auditors
Report thereon.
5. Copy of Board Resolution dated 24.03.2004 authorising the issue .
6. Copy of application made to Stock Exchanges.
XVI. DECLARATION
We declare that all the relevant provisions of the Companies Act, 1956 and the
guidelines issued by the Government have been complied with and no statement made
in this Information Memorandum is contrary to the provisions of the Companies Act, 1956.
Signed for and on behalf of Unison Hotels Limited

Sd/-
Compliance Officer
Date: 29.09.2004 Place: New Delhi
56

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PRIVATE AND CONFIDENTIAL

PRIVATE & CONFIDENTIAL

SHELF INFORMATION MEMORANDUM

DEBENTURE TRUSTEE : ARRANGER REGISTRAR TO THE ISSUE

Issue Opening Date: Issue Closing Date Deemed Date of Allotment

DEFINITIONS & ABBREVIATIONS 3

SR. NO. CONTENTS PAGE NO.

CAPITAL STRUCTURE OF THE COMPANY 12

TERMS OF THE PRESENT ISSUE 14

PARTICULARS OF THE ISSUE 21

INDUSTRY SCENARIO AND ACTIVITIES OF THE ISSUER 26

STOCK MARKET DATA 32

FINANCIALS OF GROUP COMPANIES PROMOTED BY PROMOTERS 35

CAPITAL ISSUES MADE DURING LAST THREE YEARS BY THE COMPANY 36

BASIS FOR ISSUE PRICE 36

OUTSTANDING LITIGATIONS OR DEFAULTS 36

RISK FACTORS AND PROPOSALS TO ADDRESS THE RISK 38

DISCLOSURE ON INVESTOR GRIEVANCES AND REDRESSAL SYSTEM 40

AUDITORS REPORT & FINANCIAL INFORMATION 43

STATUTORY AND OTHER INFORMATION 54

MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTS 55

Act The Companies Act, 1956

Management Perception: With experienced personnel from international and Indian

Sr. No. Claim Amount Court / DRT / Forum Claimant

Management Perception: UHL has adequate number of experienced legal

7. As on March 31, 2004 UHL contingent liabilities of Rs.26.42 Crores.

9. The financial disclosures on financials in the Information Memorandum may not be

CARE has assigned a rating of BBB (pronounced investment grade) to these

This Information Memorandum is made available to potential Debentures investors on the

Memorandum. Any information or representation not contained herein must not be

Information Memorandum for Private Placement of Secured Redeemable Non-

Unison Hotels Limited

Central/State Government Disclaimer Clause

Authority for Present Issue

Stock Exchange Disclaimer Clause

It is to be distinctly understood that the submission of the Information Memorandum to

The present issue is not underwritten.

Pursuant to the notification no. SEBI/MRD/SE/AT/46/2003 dated 22nd December 2003

Any person who-

Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates

Auditors REGISTRAR TO THE ISSUE:

Rating Date of Rating Rating Amount (Rs. Crs.)

II. CAPITAL STRUCTURE OF THE COMPANY

Equity Shares Capital of the Company as on date of filing of Shelf Information

B. Issued & Subscribed Capital

Loan Fund as on 31st March, 2004

Sr. Particulars Amount (in

(b) Loans from Bank and FI 233,79,17,032

2. Unsecured Loan 8,14,71,462

Details regarding Shareholders

Top Ten Shareholders as on 31st March, 2004

Sr. No. Name of the Shareholder Shares Held % Stake

Top Ten Shareholders as on 30th June, 2002 (two year prior)

Sr. Name of the Shareholder Shares Held % Stake

Details regarding Shareholding of Promoter and Promoter Group

Aggregate shareholding of the Promoters Group is given below:

Sr. Promoter/Promoter Group Shares held (Number) % Stake

III. TERMS OF THE PRESENT ISSUE

Place and Currency of Payment

Tax Deduction at Source

Issue Of Debentures in Dematerialised Form

Investors desirous of receiving debenture certificate in the dematerialised form should

Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates