TITLE : LEGAL DOCUMENTATION PROCEDURE No. : P/LEG/9.

3/01
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02

PURPOSE : To specify terms & conditions of various

Agreements/Contractualdocuments.
SCOPE : To cover drafting of MOUs / Collaboration
Agreements / Affidavits/Undertakings /Buyers Agreement/
Sale Deeds/Indemnity Bonds.
RESPONSIBILITY : Incharge Legal

DEFINITIONS AND SYMBOLS

(I) M.O.U Memorandum of Understanding
(ii) J.V Joint Venture / Shareholders Agreement.
(iii) M.R Management Representative
(iv) P.O.A Power of Attorney
(v) L.A.O Land Acquisition Officer
(vi) Dept. Department

REFERENCE/EXHIBITS :

(a) Sample Registration-cum-Application Form

(b) Sample Buyers Agreement
(c) Sample Power of Attorney
(d) Sample Idemnity Bond
(e) Sample Sale Deed

DISTRIBUTION :

1 Director
2 Incharge Legal
3 Management Representatives.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

1
TITLE : LEGAL DOCUMENTATION PROCEDURE No. : P/LEG/9.3/01
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02
Sr.No.Activity Responsibility Frequency / Time Cross- Reference
(A) MOU/COLLABORATION AGREE-
MENT DOCUMENTATION :

(1) Decision/ Direction from the Incharge Legal As and when

Management to draft MOU/ required
Collaboration or Joint Venture
Agreement

(2) Scrutiny of title Deeds of the Legal Officer After activity-1

Project Land through Land Procure-
ment Cell.

a) Khasra/Jamanandi of the land

b) Search report regarding unen-
cumbered title.
c) Enquiry from L.A.O Office to
determine that land is free from
Acquisition proceedings.
d) Mutation Papers/Records.

(3) In-house discussion between Incharge Legal As per date

Incharge Legal, Management and given by
the concerned department head Management
on the terms of the proposed
MOU/Collaboration/Joint
Venture.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

2
TITLE : LEGAL DOCUMENTATION PROCEDURE No. : P/LEG/9.3/01
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02
Sr.No.Activity Responsibility Frequency / Time Cross- Reference
4 Discussions with Prospective Incharge Legal After activity - 3
Collaborator/J.V Partner
regarding financial & other terms
& all the mutual rights and
obligations of the Parties in the
Collaboration/JointVenture
leading eventually to a broad
consensus.
5 Draft prepared by the Department - Do - After activity - 4.
is discussed with other Party's
Solicitors, and on the basis of the
consensus reached between the
Parties, draft is amended, where
necessary
6 Vetted draft sent for approval, to - Do - After activity - 5.
the Management.

7 Management gives approval, - Do - After activity - 6

without or with any changes, in
which case the same are incorpo-
rated in the Agreement.

8 MOU/Collaboration Agreement, - Do - After approval from

thereafter, sent to the Other Party Management
for finalisation.

9 A final round of discussions is - Do - After activity 8.

held with the Parties, on aspects
where disagreement exits, and the
draft thus settled goes to
Management( if necessary ).

10 MOU/Collaboration/JV - Do - After activity 9.

Agreement finally executed
between the Parties.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

3
TITLE : LEGAL DOCUMENTATION PROCEDURE No. : P/LEG/9.3/01
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02
Sr.No.Activity Responsibility Frequency / Time Cross- Reference
(B) LEGAL DOCUMENTATION FOR Time
MARKETING ACTIVITIES : As & when
required.
1 Requisition from Marketing
Division for drafting of :

(a) Registration-cum-Application Incharge Legal As & when Registration Cum Application

Forms. required. From (Sample)

(b) Buyers Agreement. - Do - - Do - Buyers Agreement.

(Sample)
(c)Sale Deeds - Do - - Do - Sale Deeds (Sample)

(d) Power of Attorney - Do - - Do - Power of Attorney

(Sample)
(e) Indemnity Bonds/ - Do - - Do - Indemnity Bond
Undertakings (Sample)

2 All the documents as above are Legal Officer As per

prepared on the basis of schedule
requirements of the Marketing
Department & sent to them for
vetting.

3 If any, clarifications and/or Legal Officer As & when

implications of the drafted required by
document are sought by the Marketing
Marketing Dept.then Department
ramifications of part/entire
document are discussed/
explained thread bare with the
Marketing Department.

4 Document sent for final approval of Incharge Legal After activity-B-3

the Management

5 Changes/Amendments, if any, - Do - After activity-B-4

suggested by Management, are
incorporated in the document, and
document finally handed over to
Marketing Department
for action

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

4
TITLE : LEGAL ADVICE PROCEDURE No. : P/LEG/9.3/02
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02
Sr.No.Activity Responsibility Frequency / Time Cross- Reference

PURPOSE To render Legal advice in respect of the issues/documents sent

for legal examination.

SCOPE To cover all cases and issues referred to the department for
legal opinion and to reply to all Notices from Customers/Advocates.

RESPONSIBILITY Incharge Legal

DEFINITIONS AND SYMBOLS :

(I) M.R Management Representative

(ii) Dept. Department
(iii) I/c Incharge

REFERENCE/EXHIBITS :

DISTRIBUTION :

1 Director
2 Incharge Legal
3 M.R.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

5
TITLE : LEGAL ADVICE PROCEDURE No. : P/LEG/9.3/02
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02
Sr.No.Activity Responsibility Frequency / Time Cross- Reference
FORMULATION OF LEGAL
REPLIES TO CUSTOMERS/
ADVOCATES NOTICES :

1 Receipt of Advocates Notice or Incharge Legal As & when required

Cus-tomer's letter / or any such
issues to which reply is to be
formulated by Legal Department.

2 Relevant Customer - Do - After activity-1

File/Documents summoned from
Marketing/concerned
Department.

3 Perusal of File/Documents by - Do - After activity-2

the Legal Department

4 Reply/Opinion note is prepared, Legal Officer After receipt

based on discussions as aforesaid of file.
and vetted by the Legal Cell and
finalised draft/Advice sent to
Marketing Dept. for con-
currence/despatch.
5 In matters, where it is felt that the Incharge Legal As & when
reply should go through an required.
Advocate, then the concerned
file& draft reply prepared by the
LegalCell is sent to the
Company'sAdvocate ( Retainer )
in the HighCourt, who vets &
sends the same under his
signatures.
6 In normal course, replies are sent - Do - As per
under the signatures of Legal schedule
Officer or the Executive in the
Marketing Depart-ment.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

6
TITLE : COURT CASES PROCEDURE No. : P/LEG/9.3/03
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02
Sr.No.Activity Responsibility Frequency / Time Cross- Reference

PURPOSE : To control and monitor the progress of cases instituted/pending in

various Courts at Gurgaon, Delhi, Ghaziabad and Consumer Forums.
SCOPE : To cover all categories of cases before various Courts, Forums,
Commissions, etc.

RESPONSIBILITY : Incharge Legal

DEFINITIONS AND SYMBOLS :

(I) H.C. High Court.

(2) MRTP Monopolies & Restricted Trade Practices Commission
(3) I / c Incharge
(4) M.R Management Representative
(5) Dept. Department

REFERENCE/EXHIBITS :

(1) Sample Plaint/Complaint/Petition.

(2) Register of Court Cases ( F/LEG/01/R1)
DISTRIBUTION :

1 Director
2 I/ Legal
3 M.R.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

7
TITLE : COURT CASES PROCEDURE No. : P/LEG/9.3/03
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02
Sr.No. Activity Responsibility Frequency / Time Cross- Reference

1 Receive Plaint, Complaint, Legal Officer As & when

Notice from Court/ Party's required.
Advocate.

2 Entry of Particular case into the - Do - On receipt of F/Leg/01/R1 (Register

Register of Court cases Plaint/Notice of Court Cases ).
(Pending at variousCourts ) Separate registers to
be maintained for
each category as
follows
- H.C.
-M.R.T.P
-Consumer Courts,
Delhi & Gurgaon Courts

3 Obtain documents of the relevant - Do - After activity-2

case from concerned Dept.

4 Prepare comments to facilitate - Do - After activity-3

formulation of Reply/Counter to
the Petition after getting it vetted
by I/ Legal
5 Counsel is selected by the I/c Legal Concurrent with
Department for the relevant case activity - 3
based on , a) experience and
standing in the Courts, (b)
Seniority, ( c ) line of specia-
lisation, (d) general success rate
and (e) Remuneration vis-à-vis
stakes involved.

6 Obtain/Assist in preparation of - Do - As per the date of hearing

draft reply by the Counsel to the in Court/ Forum.
Plaint andApplication, based on
the comments prepared by the
Department, as afore-said.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

8
TITLE : COURT CASES PROCEDURE No. : P/LEG/9.3/03
REV. / ISSUE No. : 03/04
EFFECTIVE FROM : Nov.02
Sr.No.Activity Responsibility Frequency / Time Cross- Reference

7 Reply is vetted by Dept./Incharge Legal Officer After receipt ofDraft reply

Legal. Amendments, if necessary, from Counsel
are suggested to the Counsel, who
incorporates them in the
finalised reply.
8 Finalised reply is signed by the - Do - After activity -7
authori-zed signatories on
Company's behalf and submitted
to Counsel.

9 Ensure reply is filed in the relevant - Do - As per date

Court/Forum through the fixed by the
appointed Counsel. Court.

10 Follow-up/Monitoring of cases in Legal Officer As per dates

the various Courts. fixed by the
Courts/Forums.

11 Ensure appearance of witnesses - Do - As per dates

in the relevant cases as per fixed by the
Court Order Court.

12 On conclusion of Arguments, - Do- After delivery of

when the Judgement is delivered Judgement
by Court,obtain a copy of the
same and inform the Dept. of the
decision.

13 Ensure filing of appeal in the - Do- Within the pres-

Higher Court, in case of an cribed time limit
adverse decision against the as per the
Company within the pres-cribed judgement.
time limit.

14 In case of appeal, steps I/c Legal - Do -

(4),(5),(6),(7),(8), (9), (10),
mentioned herein above, are
repeated.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

9
TITLE:ISSUE OF POWER OF ATTORNEY AND PROCEDURE No. : P/LEG/9.3/04
RESOLUTION OF BOARD OF DIRECTORS REV. / ISSUE No. : 03/04
OF THE COMPANY EFFECTIVE FROM : Nov.02

Purpose To exercise control on issue of Power of Attorney and Resolution of

Board of Directors to officers of Unitech Ltd.,

SCOPE To cover all projects under Real Estate Division

RESPONSIBILITY Company Secretary

DEFINITIONS & SYMBOLS :

MR Management Representative.
I/c Finance(RED) -Incharge Finance (Real Estate Division)
P.O.A Power of Attorney
Bd.Resolution -Resolution of Board of Directors of the
Company.
I/ (Pers. & Admin.) In charge Personal & Administration
HR Human Resources
REFERENCE/EXHIBITS :

1 Power of Attorney ( Sample )

DISTRIBUTION :

1 Director (Finance)
2 Head (Real Estate)
3 Company Secretary
4 I/c Finance (RED)
5 MR
6 Incharge Legal
7 I/ (Pers. & Admin.)

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

10
TITLE:ISSUE OF POWER OF ATTORNEY AND PROCEDURE No. : P/LEG/9.3/04
RESOLUTION OF BOARD OF DIRECTORS REV. / ISSUE No. : 03/04
OF THE COMPANY EFFECTIVE FROM : Nov.02
Sr.No. Activity Responsibility Frequency / Time Cross-reference

1 Requisition for issue of POA to Heads of As & when

any official is sent to Director (Fin.) Departments required.
by the Heads of Department
concerned indicating purpose
and fixation time limit upto which
same is required.

2 Case is sent by Director (Finance) Director On receipt of

to Incharge Legal for preparation of requisition
Draft POA/Board Resolution

3 Draft POA/Bd Resolution Incharge Legal After activity-2

is prepared byIncharge
Legal in consultation with Heads
of Department or his
representative.

4 Draft POA/Bd.Resolution is sent Incharge Legal After activity-3

to Finance Dept. and Company
Secretary and Heads of
Department concerned for their
comment.

5 On receipt of comments from Incharge Legal After activity-4

concerned Department, Draft
POA/Bd Resolution is sent to
Company Secretary for issue.

6 Company Secretary issues Company After activity-5

POA/Bd.Reso-lution as given Secretary
below :-

a) Original/True Copy duly attested to

concerned official/Head of Deptt.
b) Copy to Legal Cell , HR Depart-
ment and Director (Finance)
c) Where POA is to be registered this
is done through Legal Cell & then
issued to concerned official / Head
of Department

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

11
TITLE:ISSUE OF POWER OF ATTORNEY AND PROCEDURE No. : P/LEG/9.3/04
RESOLUTION OF BOARD OF DIRECTORS REV. / ISSUE No. : 03/04
OF THE COMPANY EFFECTIVE FROM : Nov.02
Sr.No. Activity Responsibility Frequency / Time Cross-reference

7 Head of Dept. ensures withdrawl Head of Depart- Once purpose

of originalPOA/Bd.Resolution ment. of issuing POA/
and to surrender to Company Bd.Resolution
Secretary once purpose is over or is over.
official concerned is transferred
to other sites or has resigned/retired
from services as the case may
be.

8 On termination/ resignation/ Incharge (Pers. & On termination/transfer/

transfer/ retirement from service, Adminstration) resigna-tion/ retirement
final account of the concered of official.
official will only besettled once
original POA/Bd Resolution is
surrendered andreceipt of same
be recorded in the personal file of
the concerned official.

REVIEWED BY------------- APPROVED BY----------- ISSUED BY ___________

12