Equity Analysis

Company Profile

Directors Report

Unitech Ltd

Industry : Construction

BSE Code

ISIN Demat

Book Value()

507878

INE694A01020

-7.8579135

NSE Symbol

P/E(TTM)

Mar.Cap( Cr.)

UNITECH

2645.08

EPS(TTM)

Face Value()

Div & Yield %:

Dear Members,

Your Directors hereby present the 53^rd Annual Report and Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

Financial Results

The Financial Performance of the Company for the Financial Year ended 31^st March, 2024 is summarized herein below:

(Amount in Rs. Crore)

Particulars	2023-24		2022-23
Revenue from Operations including Other Income	192.57	192.57	132.14	132.14
Less: Expenses
Construction & Real Estate Project Expenditure including Cost of Land Sold	726.61		48.88
Changes in Inventories of Finished Goods, work-in-progress and Stock-inTrade
Employee Benefits Expense	17.30		16.41
Finance Costs	1,996.67		2,452.04
Depreciation and Amortization Expense	2.54		2.51
Other Expenses	12.14		21.51
Total Expenses		2,755.26		2,541.35
Profit/ (Loss) before Tax and Exceptional Items	(2,562.68)		(2,409.21)
Less: Exceptional Items	-		-
Profit/ (Loss) before Tax		(2,562.68)		(2,409.21)
Profit/ (Loss) from continuing operations after Tax		(2,562.68)		(2,409.21)

Material changes affecting the Company

There were no material changes or commitments affecting the financial position of the Company having occurred

between the end of the financial year to which the Financial Statements relate and the date of report, other than the ones already provided or stated in the Financial Statements.

Financial Highlights

The total income of the Company for the year under review was Rs. 192.57 Crore. The losses before tax stood at Rs. 2,562.68 Crore and losses after tax also stood at Rs. 2,562.68 Crore. On consolidated basis, the total income of the Company stood at Rs. 515.43 Crore. The consolidated losses before tax stood at Rs. 3,822.93 Crore and losses after tax stood at Rs. 3,807.29 Crore.

Segmental Revenues (Consolidated)

On consolidated basis, the Real Estate and related Division contributed Rs. 284.07 Crore in the coffers of the Company, whereas the contribution from the Property Management business was Rs. 150.47 Crore and Rs. 48.34 Crore from the Power Transmission business. Hospitality and other segments contributed Rs. 32.55 Crore towards the gross revenue.

Business and Operations

During the year under review, there was no change in the business of your Company.

Operating Environment

The operating environment this year continued to remain challenging. Geopolitical conflict in Europe coupled with the global supply chain disruptions led to an unprecedented inflation in food, energy, and commodity prices. The widespread inflation posed major challenges specifically with prices of several commodities inflating to their decadal highs. There has been, however, normalization in economic activities after a couple of years of Covid induced disruptions.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) report for the year under review, as stipulated in regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations'), has been enclosed separately, which may be read as an integral part of the Board Report.

Report on Corporate Governance

The Report on Corporate Governance, along with compliance Certificate from CS Kiran Amarpuri, Practicing Company Secretary (CP No. 7348), confirming compliance of the conditions of Corporate Governance as stipulated in Schedule V of the Listing Regulations, has been enclosed separately, which may be read as an integral part of the Board Report.

Consolidated Financial Statement

The Audited Consolidated Financial Statements of the Company, its subsidiaries, associates and joint ventures provided in the Annual Report have been prepared in accordance with the provisions of the Companies Act, 2013, read with Ind. AS 110- "Consolidated Financial Statements" and Ind. AS 28- "Investments in Associates and Joint Ventures" and Ind. AS 31 -"Interests in Joint Ventures".

Subsidiaries, Joint Ventures & Associates

Pursuant to provisions of section 129 (3) of the Companies Act, 2013, a statement containing salient features of Financial Statements of subsidiaries, joint ventures and associates (Form AOC-1) of M/s Unitech Limited is attached to the Financial Statements. The said Statement portrays the performance and financial position of each of Company's subsidiaries, joint ventures and associates. The policy for determining material subsidiaries, as approved, may be accessed at the Company's website http://www. unitechgroup.com/investor-relations/policy-determining- material-subsidiaries.asp.

The names of Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year

There has been no change in the subsidiaries, joint ventures or associate companies during the year under review. Names of 08 subsidiaries had been struck off by the RoC when the new Management stepped in. These companies have also been revived with the intervention of NCLT.

Annual Return

As required under section 92 of the Companies Act, 2013, the Annual Return for the Financial Year ended March 31, 2024 is available on the website of the Company and can be accessed at https://www.unitechgroup.com/investor- relations/regulation-46-annual-return.asp.

Details of Directors

Members are aware that faced with numerous litigations by a large number of homebuyers and other stakeholders, the Hon'ble Supreme Court directed the Union of India, vide its order dated 18.12.2019, to propose the appointment of an independent Board of Directors for M/s Unitech Limited. In compliance thereto, the Central Government proposed the constitution of a new Board of Directors, which was approved by the Hon'ble Supreme Court, vide its order dated 20.01.2020, passed in Bhupinder Singh Vs. Unitech Limited in Civil Appeal No. 10856/ 2016. Following from the above, the Hon'ble Supreme Court was pleased to direct the supersession of the erstwhile Management with the appointment of a new Board of Directors.

During the year under review, there has been no change in the composition of the Board of Directors of the Company. The composition of the Board of Directors as on 31.03.2024 was as follows:

Sr. No. Name(s)	Designation	Date of Appointment
1 Sh. Yudhvir Singh Malik, IAS (Retd.)	Chairman & Managing Director	21.01.2020
2 Dr. Girish Kumar Ahuja	Director	22.01.2020
3 Sh. Jitu Virwani	Director	22.01.2020
4 Sh. Prabhakar Singh	Director	03.02.2020
5 Ms. Uma Shankar	Director	19.10.2022

Further, after the close of the financial year till the signing of this report, no changes have taken place in the composition of the Board of the Company.

Key Managerial Personnel

In compliance of the provisions of sections 2(51) and 203 of the Companies Act, 2013, the following Directors and Officials of the Company were designated as the Key Managerial Personnel (KMP) of the Company during the year under review:

Sr. No. Name(s)	Designation
1 Sh. Yudhvir Singh Malik	Chairman and Managing Director
2 Sh. Ashok Kumar Yadav	Chief Executive Officer
3 Sh. Tajinder Pal Singh Madan	Chief Financial Officer with effect from 22^ndJanuary, 2024
4 Ms. Anuradha Mishra	Company Secretary with effect from 1^stApril, 2023

Board Meetings

Ten (10) meetings of the Board of Directors were held during the year under review. Details of the meetings are provided in the Corporate Governance Report, which may be read as an integral part of the Board Report.

Annual Evaluation of Directors, Committees and Board

All the Directors have been appointed by the Central Government as its Nominee Directors with the prior approval of the Hon'ble Supreme Court. The annual evaluation of performance of Directors, Committees and Board has, therefore, not been undertaken.

Opinion of the Board with regard to integrity, expertise and experience of the Independent Directors appointed during the year

Since all the Directors on the Board of the Company have been appointed by the Central Government with the prior approval of the Hon'ble Supreme Court, the said opinion is not required to be provided. All the Directors are well known professionals from diverse fields and have no personal or pecuniary interest in the Company.

Statement on declaration by Independent Directors

The Directors of the Company have been appointed by the Central Government (Ministry of Corporate Affairs), in compliance of the order of the Hon'ble Supreme Court dated 20.01.2020 and all the Directors are Nominee Directors.

Policy on Director's Appointment and Remuneration

The Directors of the Company have been appointed by the Central Government with the prior approval of Hon'ble Supreme Court. No remuneration is being paid to the Directors of the Company, except sitting fee for attending the meetings of the Board/ Committees held from time to time. The remuneration of Chairman & Managing Director of the Company has been determined by the Central Government in the Ministry of Corporate Affairs. Hence, there is no formal policy in place in respect of appointment and remuneration of Directors in view of the matters being under the control and supervision of the Hon'ble Supreme Court.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, and independence of Directors, policy relating to remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company have been disclosed in the Corporate Governance Report, which may be read as an integral part of the Board Report.

Directors' Responsibility Statement

Subject to the Audit qualifications raised by the Statutory Auditors, findings of the investigations by different Investigating Agencies and decisions by different Courts of competent jurisdiction, the Directors confirm in terms of section 134 (5) of the Companies Act, 2013 that:

(i) While preparing the Annual Accounts for the year ended 31^st March, 2024, the applicable accounting

standards have been followed, along with proper explanations relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2024 and of the loss of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on an on-going concern basis;

(v) The Directors, as a part of the new Management, would lay down sound internal financial controls to be followed by the Company and that such internal financial controls would be adequately commensurate with the size of its operation and business; and

(vi) The Directors, as a part of the new Management, would endeavour to devise proper system to ensure compliance with the provisions of all applicable laws and that such systems would be adequate and operationally effective.

Details in respect of frauds reported by Auditors under section 143 (12) of the Companies Act, 2013, other than those which are reportable to the Central Government

To the best of our knowledge and belief and subject to the (i) outcome of the ongoing investigations by various Investigating Agencies pertaining to transactions conducted during the period of the erstwhile Management or even otherwise, having cascading impact, (ii) outcome of the cases pending in Courts of competent jurisdiction, and (iii) Audit qualifications, no frauds were reported by the Auditors under section 143 (12) of the Companies Act 2013, for the year under review.

Auditor and Auditors' Report

The Members of the Company appointed M/s GSA & Associates, LLP, Chartered Accountants (FRN 000257 N/ N500339), as Statutory Auditors of the Company in the 50^th Annual General Meeting, for a period of five years till the conclusion of 55^th Annual General Meeting.

unilech

BOARD'S REPORT

Auditors' Report - Qualified Observations

Management Response to Independent Statutory Auditor's Report on the Audited Standalone Financial Results of M/s Unitech Limited for the Quarter and Financial Year ended 31.03.2024

Sr. No. Auditor's Qualifications	Management's Response
1. Resolution Framework We draw attention to Note no. 54 of the Standalone Financial Statements, which have made references to the Resolution Framework (RF) for Unitech group. The company has requested the Hon'ble Supreme Court to grant some concessions and reliefs so that the company is able to fulfil its obligations towards the construction of the projects and meet other liabilities. Since the RF has not yet been approved by the Hon'ble Supreme Court, the impact of the proposed reliefs, concessions etc. have not been considered in the Books of Accounts.	The points mentioned herein are informatory in nature and the Management has no comments to offer on the same.
2. Material uncertainty related to going concern	The Management has already stated its position in the Resolution Framework submitted in the Hon'ble Supreme Court on 15.07.2020, followed by updated versions submitted on 05.02.2021 and on 08.08.2022, wherein the Hon'ble Supreme Court has been prayed to grant certain concessions and reliefs so that the Company is able to fulfill its obligations towards the construction and completion of stalled projects and meet other liabilities.
We draw attention to Note no. 38 of the Standalone Financial Statements wherein the management has represented that the Standalone Financial Statements have been prepared on a going concern basis, notwithstanding the fact that the Company has eroded its net worth and has incurred losses, both in the current and previous year, and has challenges in meeting its obligations, servicing its current liabilities including bank loans and public deposits. The Company also has various litigation matters which are pending before different forums, and further, various projects of the Company have stalled/ slowed down.
	The reasons for opting against winding up the Company or its reference under IBC have fully been explained in the application filed for submission of the Resolution Framework. The Management is hopeful that as per the mandate given by Hon'ble Supreme Court, the company would be able to generate sufficient funds to complete the projects as per the timelines notified in the award of contracts and, accordingly, no material uncertainty exists in the Company continuing as a going concern. As such, expressing doubts about the Company as an ongoing concern is rather pre-mature at this stage.

In compliance of the directions of the Hon'ble Supreme Court, as contained in court's order dated 20^th January 2020, the appointed Board of Directors has requested the Hon'ble Supreme Court to grant certain concessions and reliefs so that the Company is able to fulfill its obligations towards the construction and completion of in-complete projects and meet other liabilities.
These conditions indicate the existence of material uncertainty that may cast significant doubt about Company's ability to continue as a going concern. The appropriateness of assumption of going concern is critically dependent upon the Company's ability to raise finance and generate cash flows in future to meet its obligations, and also on the final decision of the Hon'ble Supreme Court on the Resolution Framework. Also, the Board of Directors are exploring various possible options for completion of ongoing projects and are trying to generate additional possible revenues by construction of new flats.
Considering the above, we are unable to express an opinion on this matter.

3. Impairment Assessment	M/s Unitech Limited has 186 Indian subsidiary companies out of which 08 subsidiary Companies were struck off by the Registrar of Companies, NCT Delhi and Haryana. The Company moved the National Company Law Tribunal (NCLT) for the revival of the 08 struck off subsidiaries, which have now ultimately been ordered to be revived.
The Management of the Company has not conducted any impairment assessment for the investments made by the erstwhile management in subsidiary companies, joint venture and associates having aggregate carrying value of Rs. 954,96.43 lakhs, despite strong indicators existing for impairment assessment, as required by Ind AS 36, 'Impairment of Assets'. In view of non-existence of any impairment study, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these investments and its consequential impact on the Standalone Financial Statements. (refer Note 5 of the Standalone Financial Statements)





	A. Indian Subsidiaries:
	The progress in audit of accounts of these 186 Indian subsidiaries is as under:

	(a) Statutory Auditors have been appointed in respect of 157 Indian subsidiary companies;

	(b) The process for the Appointment of Statutory Auditors in the case of 8 subsidiaries is under process;
	(c) Necessary steps are being taken in the case of remaining 13 Subsidiaries, wherein there is a substantial foreign investment.
	(d) In the case of those subsidiaries (08), which have been ordered to be revived by the Hon'ble NCLT, the Statutory Auditors have been appointed in respect of 2 companies.
	B. Overseas Subsidiaries:
	As regards 32 foreign subsidiaries, along with Libya Division and 03 foreign JVs, the management has listed down their available details. These are as under:
	(a) Audited Balance Sheets of 04 foreign subsidiaries, 02 foreign JVs, and that of Libya Division are not available with the Company.
	(b) For rest of the entities, the last audited available Balance Sheets are those of 31.03.2017 except for two Companies whose available Balance Sheets are those of 31.03.2010 and 31.03.2016. Moreover, it is pertinent to mention that, as per information available to the new management, the Central Investigating Agencies are believed to be engaged with the issues pertaining to these entities.
	C. Carnoustie Management Private Limited (CMPL) and CIG:
	The matter regarding investment in Carnoustie Management Private Limited (CMPL) and CIG is under investigations by the Investigating Agencies and the Enforcement Directorate (ED) has issued various Provisional Attachment Orders.
		The Management has included the transactions with CMPL and investment in CIG Fund as avoidable in the Resolution Framework submitted before the Hon'ble Supreme Court. It is pertinent to mention here that M/s Unitech Limited has also filed an IA in the Hon'ble Supreme Court for the recovery of the investments made in CMPL, which has been heard but the order is awaited.
		However, keeping in view the investigations being carried out by the ED, approval of the Provisional Attachment Orders (PAOs) by the Adjudicating Authority and the ED having filed Prosecution Complaints before the Special Court under the PMLA, the Company is left with no option but to await the final outcome in these matters.
		In view of the position explained above, it is neither possible nor feasible at this stage to undertake any impairment assessment. The impairment assessment can be got conducted by the company through some expert in accordance with applicable Accounting Standards (Ind As 36), only after gaining access to the complete details/ documents / reports etc.
4.	Fair Value of estimated loss allowance on loans and trade receivables	All available information/ details/ documents in possession of the company stand provided to the Statutory Auditors. However, the fair estimation w.r.t. the recognition of fair value of the estimated loss allowance on loans given by the erstwhile management to subsidiary companies, joint ventures and associates and trade receivables from subsidiary companies, joint ventures and associates, is not feasible as of now, because of the ongoing investigations by the ED, and the ED having filed cases before the Adjudicating Authority for confirmation of the PAOs, and further Prosecution Complaints before the competent Court under the PMLA and the matter being sub-judice.

	We have not been provided with sufficient evidence about the recognition of fair value of the estimated loss allowance on loans and advance given by erstwhile management to subsidiary companies, joint ventures and associates amounting to Rs. 4461,93.80 lakhs and trade receivables from subsidiary companies, joint ventures and associates amounting to Rs. 45,55.07 lakhs as required by Ind AS 109, 'Financial Instruments'. (refer Note 6, 13 and 45(v) of the Standalone Financial Statements)
	We are therefore unable to express an opinion on the recoverability of the loans and trade receivables from subsidiary, joint ventures and associates, fair value of estimated loss allowance on loans, trade receivables and corporate guarantee given and the consequential impact on the Standalone Financial Statements.
		This exercise can be completed with engagement of experts only after the final verdicts are announced by the Hon'ble Court(s).
5.	Corporate and Bank Guarantees	There are a number of secured, unsecured and operational creditors qua the company and its subsidiaries, JVs and other affiliates. Further, the Company and promoters have also given various kinds of Guarantees, including Bank Guarantees and Corporate Guarantees, the lists whereof (to the extent of availability of records), surviving or matured, have been shared with the Statutory Auditors. However, it may not be possible to vouchsafe at this stage that these are the only Guarantees given by the Company.
	We draw attention to note 49 of Standalone Financial Statements which contains details of corporate and bank guarantees issued by the erstwhile management for its subsidiaries and joint ventures. We have not been provided sufficient evidence regarding recognition of fair value of the estimated loss allowance on corporate guarantee given by erstwhile management on behalf of
	its subsidiary, joint ventures and associates amounting Rs. 1222,85 lakhs as required by Ind AS 109, 'Financial Instruments'. We are therefore unable to express an opinion on the fair value of estimated loss allowance on corporate and bank guarantee.	The issues pertaining to secured, unsecured and operational creditors have been covered in Chapter-3 of the Resolution Framework (RF). Apart from seeking various reliefs and concessions qua such creditors, the RF also contains a provision on invitation of Claims and Settlement thereof (3.2). The Hon'ble Supreme Court has yet not adjudicated these issues. Hence, in view of the above, it is neither feasible nor possible at this stage to undertake any impairment assessment of secured creditors, and/ or Corporate Guarantees. Likewise, some of the investments/ advances made by the company are a subject matter of investigations being conducted by various Central Investigating Agencies. In these cases too, therefore, it is neither feasible nor possible at this stage to undertake any impairment assessment till these related issues are crystallized and settled by the Hon'ble Supreme Court.
6.	Advances for purchase of land and Investments The Management of the Company has not conducted any impairment assessment for the investments made and advances given for purchase of land by the erstwhile management in unrelated companies / entities having aggregate carrying value of Rs. 345,76.40 lakhs and Rs. 312,90.99 lakhs respectively, despite of strong indicators existing for impairment assessment, as required by Ind AS 36, 'Impairment of Assets'. In view of non-existence of any impairment study, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these investments and its consequential impact on the Standalone Financial Statements. (refer Note 5 and 59 of the Standalone Financial Statements)	As stated earlier, various issues (including the investments made and advances given for purchase of land by the erstwhile management in unrelated companies/ entities) as mentioned in Resolution Framework have yet not been adjudicated by the Hon'ble Supreme Court. Hence, it is not feasible at this stage to undertake any impairment assessment of investments made and advances given for purchase of land by the erstwhile management till these related issues are crystallized and settled by the Hon'ble Supreme Court. Likewise, some of the investments/ advances made by the company are a subject matter of investigations being conducted by various Central Investigating Agencies.
7.	Loans given by the erstwhile Management to unrelated entities, inter-corporate deposits and security deposits We have not been provided with sufficient evidence about the recognition of fair value of the estimated loss allowance on loans given by erstwhile management to unrelated companies / entities amounting to Rs. 60,61.54 lakhs, trade receivables amounting Rs. 410,82.37 lakhs, inter corporate deposit amounting to Rs. 138,53.66 lakhs and security deposits given amounting Rs. 522,98.93 lakhs as required by Ind AS '109, 'Financial Instruments'. We are therefore unable to express an opinion on the recoverability of the loans given, trade receivables and security deposits given from unrelated companies / entities, fair value of estimated loss allowance on loans given, trade receivables and security deposits given, and the consequential impact on the Standalone Financial Statements. (refer Note 6, 7,10 and 14 of the Standalone Financial Statements)	As already stated, various issues (including the loans given by erstwhile management to unrelated companies/ entities inter-corporate deposits and security deposits given) as mentioned in the Resolution Framework have yet not been adjudicated by the Hon'ble Supreme Court. Hence, it is not feasible at this stage to undertake any impairment assessment of the loans given by erstwhile management to unrelated companies/ entities inter-corporate deposits and security deposits given till the related issues are crystallized and settled by the Hon'ble Court. Likewise, some of the investments/ advances made by the company are a subject matter of investigations being conducted by various Central Investigating Agencies.
Sr. No.	Auditor's Qualifications	Management's Response
8.	Outstanding balances pending for Reconciliation/ Confirmation Balance of amounts due to / from trade receivables, trade payables, bank balances, borrowings, advance received from customers, advance to suppliers, security deposits, other loans and advances, advance for purchase of land, inter corporate deposits and other assets are pending for reconciliation / confirmation. The overall impact of the above and the consequential impact of same on standalone financial statements are not ascertainable and hence, we are unable to express an opinion on the same. (refer Note 51 and 64 of the Standalone Financial Statements)	It is stated that as per Standards on Auditing (SA)-505 prescribed by the Institute of Chartered Accountants of India (ICAI), the process of external confirmation is to be initiated by the Statutory Auditors for directly obtaining the evidence from the confirming parties at their level. However, the Management would initiate the process for follow-up on this aspect, keeping the Statutory Auditors in loop with respect to the outstanding balances as on 31.03.2024. It would, therefore, be appropriate that the Statutory Auditors take up external confirmations based on random sampling basis since obtaining confirmation from all the parties would be a time consuming exercise and would be a challenge.
9.	Amount recoverable from GNIDA Amount recoverable from GNIDA amounting Rs. 183,39.80 lakhs is subject to confirmation / reconciliation. In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements. (refer Note 60 of the Standalone Financial Statements)	It is a statement of fact that the said balance is subject to confirmation/ reconciliation and the matter is pending for adjudication in the Hon'ble Court. Attention in this behalf is invited to the orders dated 01.02.2023 passed by the Hon'ble Supreme Court wherein it has been held that the determination of dues of Noida, (including those of GNIDA) would be taken up separately after hearing the Government appointed Board and the Authorities.
10.	Variation of Rs. 934.15 lakhs has been observed between balance lying with Supreme Court registry and books of accounts and the same is under reconciliation. In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements. (refer Note 68 of the Standalone Financial Statements	The variations amounting to Rs 934.15 lakh were observed between the Balance as per Books of Accounts vis-a-vis the balance lying in the Supreme Court's Registry during Financial Year 2022-23. The issue has been taken up with the Supreme Court Registry and will be reconciled as soon as the relevant information is received from the Registry.
11.	Refer Note 49 of Standalone Financial Statements:- (a) Statutory dues related to Income-tax Act, 1961 amounting Rs. 102,46.88 lakhs, Professional Tax amounting Rs. 0.59 Lakhs, Employees Provident Funds and Miscellaneous Provisions Act, 1952 amounting to Rs. 24,42.87 Lakhs pertaining to the period of erstwhile management, are unpaid since long. In view of non-payment of statutory dues, possibility of levies, some penalties by the respective departments cannot be ruled out. On account of the above, we are unable to express an opinion on the consequential impact of same on standalone financial statements. (b) In certain cases, we observed that Tax Deducted at Source (TDS) has not been deducted on estimated liability created by the Company based on memorandum statement of accounts received from lenders other than banks. Same is in contravention of the provisions of chapter XVII of Income-tax Act, 1961 which mandates deduction of tax at source at earlier of booking or payment.	(a) The Government appointed Board of Directors has submitted its Resolution Framework (RF) before the Hon'ble Supreme Court on 16.07.2020, followed by updated versions dated 02.05.2021 and 08.08.2022, wherein the Company has sought various concessions and reliefs on account of penalties, interest liabilities etc., among others, due to be paid by the company to the Statutory Authorities, Banks, Financial Institutions etc. (b) Since a definitive view on various reliefs sought in the RF is yet to be taken by the Hon'ble Supreme Court, it is not feasible at this stage to assess the overall impact of its Outstanding Statutory Liabilities. (c) The new management is committed to make the company compliant in terms of various provisions contained in the Companies Act, 2013 and other related Acts, Rules, Regulations etc.
Sr. No. Auditor's Qualifications	Management's Response
Reconciliation of InDut Credit Receivable (c) Input Credit Receivable (GST) of Rs. 61,40.53 lakh is subject to reconciliation with the balance of input credit claimable from GST Department (in GST portal). In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements	(d) The Management has taken an independent opinion on Tax Deduction at Source (TDS) on estimated liability created by the Company based on memorandum statement of accounts received from lenders other than banks. The opinion given by an Independent Professional Firm is on the following lines: Query
	Whether TDS under section 194 A of Income Tax Act, 1961 (TDS deduction on Interest payments to residents), should be deducted or not on interest on Inter-Corporate Deposits/ Additional Term Loan facilities availed by Unitech Limited from Financial Institutions/ ARCs which are Non-Performing Assets as declared by Financial Institutions/ ARCs as per the RBI Guidelines.
	Reply
	It is opined that the interest on NPA accounts are not falling in the definition of income and income tax is not payable on such amounts and no constructive credit can be said to be payable to NBFCs and ARCs as the realization of the interest and principal component will depend upon the restructuring or settlement of loan accounts. The company is providing unpaid interest in its Books of Account to satisfy the requirements of accounting standards as prescribed by the Companies Act, 2013.
	Thus, the TDS, in respect of aforesaid amounts, should not be deducted under section 194-A of Income Tax Act, 1961.
	(e) The Company is providing unpaid interest in its Books of Accounts in order to remain compliant with the requirements of the Accounting Standards, as prescribed by the Companies Act and not deducting TDS on the provision of interest.
	Due to various litigations, non-availability of old data/ records and non-compliances during the period of erstwhile management, cancellations and restorations of various GST Numbers and peculiar facts and circumstances, there are serious difficulties in completing the reconciliation process. Despite various challenges, however, it is planned to complete the Reconciliation Process during FY 2024-25.
12.	Balance Confirmations on Loans from Lenders In view of the instances of non-compliance with certain debt covenants including interest & principal repayment defaults, we would like to draw attention to the fact that the Company has not obtained the balance confirmations on loans from lenders (including nonconvertible debentures) amounting to Rs. 9337,02.50 lakhs (including interest accrued of Rs. 5930,97.85 lakhs). In the absence of adequate and sufficient audit evidence to establish the amounts payable to the lenders, we are unable to express an opinion on the correctness of these amounts reflected in the standalone financial statement and also on their consequential impact including potential tax liabilities. (refer Note 53 of the Standalone Financial Statements)	The total financial liability of Unitech Group has been captured in Annexure-C of the Resolution Framework (RF) submitted before the Hon'ble Supreme Court. A total of 19 Lenders, including Banks and ARCs have filed 65 cases in various DRTs, namely, New Delhi (DRT- 1), Chandigarh, Chennai, Kolkata, Mumbai, Lucknow and Allahabad. In view of the moratorium granted by the Hon'ble Supreme Court, however, all these cases have been ordered to be adjourned sine die. Various Lenders have also filed IAs in the Hon'ble Supreme Court, which are pending consideration. Since the matter has already been covered in the Resolution Framework, the determination and final payment of principal amount and/ or interest thereon shall be made only in accordance with the decision of the Hon'ble Supreme Court in this behalf. The company is providing for interest payable to Banks/ Financial Institutions based on the loan statements to the extent available and the balances are matching with statements. As far as process of confirmation of balances is concerned, it is stated that as per Standards on Auditing (SA)-505, prescribed by the Institute of Chartered Accountants of India (ICAI), the process of external confirmation is to be initiated by the Statutory Auditors. However, it would be appropriate that the Statutory Auditors take up external confirmations based on random sampling basis since obtaining confirmation from all the parties would be a time consuming exercise and would be a challenge.
13.(a)	Revenue from Real Estate Projects (IND AS 115) We draw attention to Note no. 1.3 (x) (a) of the Standalone Financial Statements, stating that the Company is accounting for revenue under real estate projects using percentage of completion method (POCM) with an understanding that performance obligations are satisfied over time whereas, the terms of the agreements entered by the Company with buyers of the property does not satisfy the conditions specified in paragraph 35 of Indian Accounting Standard 115 "revenue from contracts with customers" in all the cases.	(a) The Company recognizes revenue over time if one of the following criteria of Paragraph 35 of Ind AS 115 is met, particularly 35 (c), 36 and 37, as given below: (i) Paragraph 35 (c): the entity's performance does not create an asset with an alternative use to the entity (paragraph 36) and the entity has an enforceable right to payment for performance completed to date (paragraph 37). (ii) Paragraph 36: An asset created by an entity's performance does not have an alternative use to an entity if the entity is either restricted contractually from readily directing the asset for another use during the creation or enhancement of that asset or limited practically from readily directing the asset in its completed state for another use. The assessment of whether an asset has an alternative use to the entity is made at contract inception.
		After contract inception, an entity shall not update the assessment of the alternative use of an asset unless the parties to the contract approve a contract modification that substantively changes the performance obligation.
		(iii) Paragraph 37: - An entity shall consider the terms of the contract, as well as any laws that apply to the contract, when evaluating whether it has an enforceable right to payment for performance completed to date in accordance with paragraph 35(c). The right to payment for performance completed to date does not need to be for a fixed amount. However, at all times throughout the duration of the contract, the entity must be entitled to an amount that at least compensates the entity for performance completed to date if the contract is terminated by the customer or another party for reasons other than the entity's failure to perform as promised.
		(b) Following points are also considered by the company at the time of Revenue Recognition under POCM:
		(i) The company has an enforceable right to claim the payment from Customer for performance completed which has been agreed by customers in the Agreements to Sell (Builders-Buyer Agreements).
		(ii) The Company cannot change or substitute the residential/ commercial unit specified in the Builder-Buyer Agreement ("The contract") entered with the customer, and thus the customer could enforce his/ her rights to the residential/ commercial unit if the Company sought to direct the asset for another use. In the opinion of the Management of the Company, the contractual restriction is substantive, and the real estate unit does not have an alternative use to the Company.
		(iii) Further, the Company has the right to claim the instalments of the Residential/ Commercial properties from the buyers based on the milestones given in Builder- Buyer Agreement and in case of defaults by the customers, the said unit is not freely transferrable to another customer. The unit is not available for alternate use of the Company until cancelled.
		(iv) In certain cases, buyers of the property have availed bank finance against the property purchased by them and the Company has entered into the "Tripartite Agreement". Under this arrangement, the Company has given all original documents to the Bank. It indicates that the Company is not having any alternate use of the property sold to the buyer and the buyers have full right over the property purchased from the Company till the time, the buyers commit any breach towards the bank and/ or does not repay its dues to the Bank in full or in part and/ or the buyers commit breach of agreement with the Company.
		(c) Customer i.e. buyer of the unit is the beneficial owner of the unit purchased from the Company and is entitled to avail the loan from Banks. In the event of defaults by Customer in repayment of any instalment, the Company has the right to cancel the allotment and forfeit the entire amount of Earnest Money deposited by the allottee and the allottee shall be left with no right or lien on said property and the developer i.e. Company shall be free to sell the same to any other person in its sole discretion as it may deem fit.
		In the opinion of the Company, customer i.e. buyer of the unit is the beneficial owner of the unit purchased till the time of cancellation of the allotment of the unit on account of defaults in repayment schedule of the installments agreed in Builder Buyer's agreement.
		(d) Further, it is to point out that a majority of the projects are brown-field projects lying stalled at different stages of construction.
		(e) The Company has relied on the clarification issued by ICAI on 20^th July 2018 w.r.t. Revenue from Contracts in context of Real Estate Sector wherein it was clarified that Ind AS 115 does allow recognition of revenue using Percentage of Completion Method (POCM).
		(f) Prior to FY 2020-21, there was no qualification on Revenue Recognition under POCM by the earlier Statutory Auditors. Further, the company has sought an opinion from the Expert Advisory Committee of ICAI, whose reply is, however, still awaited.
13.(b)	Investment made in M/s Unitech Power Transmission Limited (UPTL) We draw attention to Note no. 51 of the Standalone Financial Statements, the Company has accounted for its investment in one of its subsidiary M/s Unitech Power Transmission Limited, as non-current assets held for sale. Cost of investment as on 31^st March, 2024 is Rs. 42,26.26 lakhs. Non determination of fair value for asset held on sale, as on the date of reporting, is not in compliance with the provisions of Indian Accounting Standard 105 “Non-Current Assets Held for Sale and Discontinued Operations". Accordingly, we are unable to express an opinion upon the consequential impact, if any, on the carrying value of the asset held for sale and on the reported loss in the standalone financial statements.	Although, a fair valuation report as per provisions under section 56 of Income Tax Act, 1961, read with Rule 11UA of Income Tax Rules, 1962, was obtained from a Registered Merchant Banker, the Statutory Auditors have asked for getting the fair valuation report from an IBBI registered Valuer as required under the provisions of Indian Accounting Standard 105 - “Non-current Assets held for sale and discontinued operations". It is submitted that the process for getting the fair valuation from an IBBI Registered Valuer is underway.
13.(c) (i)	Inventory and proiect in progress. The management has not conducted any assessment of net realizable value of the inventory amounting Rs. 625,17.96 lakhs which is required as required in paragraph 9 of Indian Accounting Standard 2 “inventories". (refer Note 9 of the Standalone Financial Statements)	The exercise is planned to be completed during the FY 202425.
13.(c) (ii)	Reconciliation of advance received from Homebuyers Reconciliation of sub-ledger records for advance received from homebuyers and trade receivables is in progress. In view of absence of the reconciliation, we are unable to express an opinion on the consequential impact of same on Standalone Financial Statements. (refer Note 10 of the Standalone Financial Statements)	The Commercial Division has complete data available on the amount received from the Homebuyers and the balance receivables from them in respect of each of the units sold. As a matter of fact, the Homebuyers are also being allowed access to their individual Accounts Ledgers as the management raises demands for Balance Payments on an ongoing basis as per the Revised Payment Plan approved by the Hon'ble Supreme Court. Reconciliation of the same with the data available with the Finance and Accounts Division is planned to be completed during FY 2024-25 itself.
13.(c) (iii)	Proiect wise break-up of Expenditure Proiect wise break-up of expenditure incurred on proiect covered under “proiect in progress on which revenue is not recognized" not made available to us. Hence, we are unable to comment upon the accuracy of the amount disclosed thereunder. (refer Note 16 of the Standalone Financial Statements)	The details to the extent available have been shared with Statutory Auditors. However, proiect-wise break-up is planned to be worked out in FY 24-25 to the extent feasible.
13.(c) (iv)	Amount Recoverable from Proiect in Progress We draw attention to Note No. 16 of the Standalone Financial Statements 'Other Current Assets' which include 'Amount Recoverable from Project in Progress (on which revenue is Recognized)' wherein no underlying documents for Rs. 107,08.78 lakh, recognized as profit on sold property by erstwhile management, is available for verification. In absence of the same, we are unable to comment on the correctness of the profit recognized on sold property. In the absence thereof, we are unable to express an opinion upon the discrepancies if any and its consequential impact thereof.	The amount mentioned by the Statutory Auditors in their observations represent the Estimated Profit Recognized (share of Unitech Limited) in JV Projects comprising of Sohna Road Proiect, Executive Floors, Independent House, Executive Floor (Maruti), Independent Floor, Singleton Floor, Shopping Arcade and Nirvana Country. After receiving the Completion Certificate from the Director Town and Country Planning Department (DTCP), Haryana, the project will be treated as Completed and actual Profit/ Loss Account will be prepared for final closing only thereafter.
14.	Default in reDavment of Public Deposits We draw attention to Note no. 56 of the Financial Statements in respect of default in repayment of public deposits accepted by erstwhile management. As per the financial books, principal amount of deposit accepted for Rs. 534,87.75 lakhs is overdue for repayment. The Company has not created any provision for interest payable during the financial year amounting Rs. 65,26.69 lakhs (accumulated unaccounted interest is Rs. 483,22.14 lakhs). In our opinion, losses of the Company and value of public deposits are understated to extent of Rs. 483,22.14 lakhs. Further, the Company has not yet filed Form DPT 3 return with Ministry of Corporate Affairs since financial year 2020-21 onwards.	(i) This issue has duly been explained in Chapter 8 of the Resolution Framework (RF) submitted to the Hon'ble Supreme Court and the Company shall take action as per the directions of the Hon'ble Court in this behalf. As per the process being followed by the Hon'ble Supreme Court, the new Management neither processes any such case nor is it authorized to do so till the Hon'ble Supreme Court takes a decision in this matter. (ii) It is, however, clarified that disbursement to some Fixed Deposit Holders (Sr. Citizens on a pro-rata basis) has been made through the Ld. Amicus Curie on the directions of the Hon'ble Supreme Court issued from time to time in the past. The details of amount disbursed to the FD holders directly from the Registry have been received in the Company on 22.11.2022 and the amount of disbursal is being captured in the Books of Accounts and reconciled.
		(iii) Further refund of another amount of Rs. 13.19 Crore has been approved by the Hon'ble Supreme Court vide its orders dated 01.02.2023 for refund of Principal Amount of FDs to Depositors on grounds of Medical Exigencies. As on 31.03.2024, the Company has already paid an amount of Rs. 12.94 Crore to 506 FD holders (out of 548 FD holders). The remaining cases are pending for want of receipt of requisite papers from the concerned Depositors.
		(iv) Further, the company is in the process of compiling the required details prescribed for filing of DPT- 3 and this work is likely to be completed by 30^thNovember, 2024.
15.	Physical Verification of its Property, Plant and	The Company initiated a series of steps for getting the physical verification for the year ending 31^st March 2024 done through the Company's existing staff. Although a substantial portion of physical verification has been covered, the reconciliation part, however, remains pending, which is likely to be completed in the next financial year. After the conclusion of the physical verification for the year ended 31.03.2024, the physical verification on year-end basis in future would be conducted regularly to have proper control and to address the observations of the Statutory Auditors.
	Equipment (PPE) We draw attention to note no. 2 of the Standalone Financial Statements, the Company has conducted physical verification of its property plant and equipment. However, reconciliation between book balance and physical count is in progress. In the absence of such reconciliation, we are unable to express an opinion on the discrepancy between book record and physical counts, if any and its consequential impact of the financial statements. (refer Note 2 of the Standalone Financial Statements).
16.	Internal Auditor We draw attention to Note no. 65 of the Standalone Financial Statements, Company has not appointed an internal auditor since financial year 2020-21 till date which is in contravention of the provisions of section 138 of the Companies Act, 2013.	An agenda item pertaining to the appointment of Internal Auditors of M/s Unitech Limited was placed in the meeting of the ARMC and Board of Directors held on 28^th May, 2024.
		After the approval of the Board of Directors, M/s Prem Arun Jain & Co., Chartered Accountants, have been appointed as the Internal Auditors of the Company for 2024-25, at a monthly fee of Rs. 1,25,000/- (Rs. One Lakh Twenty Five Thousand only) plus GST as applicable, with effect from 01.06.2024 vide Unitech letter No. CEO/ Unitech/2024/189 dated 31.05.2024.
17.	Impact of Litiaations We draw attention to note 49 of standalone financial Statements which states that the Company has 2,456 litigation pending in Hon'ble Supreme Court of India. Based on the explanation provided by the Company, considering the number of litigations pending, it is not possible for the Company to compute the possible impact of the same. In view of above, we are unable to express an opinion on the accounting of potential liability on account of pending case and completeness of disclosure of contingent liability made by the company in the standalone financial statements.	Complete details of Litigations, which are pending pan- India, have been shared with the Statutory Auditors. However, the financial impact of litigations can be ascertained only after the Hon'ble Supreme Court finally adjudicates the Resolution Framework.
Additional Qualifications:
1.	Non-compliance of Schedule III The Company is not able to provide/ substantiate details of following disclosures required under the provisions of Schedule III of Companies Act, 2013:- (a) Complete details of title deeds of immovable properties not held in the name of the Company; (b) Details of benami property held and any proceeding has been initiated or pending against the company, if any (c) Utilisation of borrowed funds; (d) Relationship and transactions with struck off companies; (e) Ageing for trade receivables; (f) Ageing for trade payables; (g) Details related to creation/ satisfaction of charges;	(i) After the new Management took over pursuant to the order dated 20.01.2020 passed by the Hon'ble Supreme Court, the Company has been making efforts to collect the title papers of pan-India land parcels held by Unitech Group and kept them in the safe custody in the Central Record Room at Gurugram. (ii) The issue of reconciliation of land parcels between the Land Division and the Accounts Division has been taken in hand since a large number of landholdings have been charged or mortgaged by the erstwhile Management and, therefore, the reconciliation thereof becomes very important. This exercise is expected to be completed by 31.12.2024. After this exercise is completed, the details thereof would be shared with the Statutory Auditors for their reference. (iii) The delay in reconciliation has primarily been because of the problems inherited by the new Management and also on account of the fact that various Key Personnel left the Company after the appointment of new Board of Directors. (iv) The new Management has no details of benami property, which is a subject matter of investigations by the Investigation Agencies. (v) No funds have been borrowed by the Company from any Bank or Financial Institution after the new Board of Directors has taken over. As far as the funds borrowed prior to the appointment of new Board of Directors are concerned, the specific details about their utilization are not available in the Company and this aspect is also being looked into by the Central Investigating Agencies.

Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013, read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its meeting held on 26.10.2023, appointed CS Kiran Amarpuri, Company Secretary in Practice (CP No. 7348), to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023-24 (Form MR-3) submitted by the Secretarial Auditor is annexed herewith at Annexure-1, which may be read as an integral part of the Board Report.

The response of your Directors to the observations made by the Secretarial Auditor is as follows:

Sr. No.	Observations of the Secretarial Auditor	Response of the Management
1.	The Company has failed to repay deposits accepted by it including interest thereon before the commencement of Companies Act, 2013. The matter of fixed depositors is pending before the Hon'ble Supreme Court and deposits are being repaid in accordance with the directions of the Hon'ble Supreme Court.	The matter related to Fixed deposits is being governed under the directions of the Hon'ble Supreme Court. The Company has not accepted or re-paid any FD at its own level.
2.	The Company has been generally filing the forms and returns with the Registrar within the prescribed time. However, there have been few instances where there have been delays in filing. The Company has failed to submit return of deposits in Form DPT-3.	The company is in the process of compiling the required details prescribed for filing of DPT-3 and this work is likely to be completed by 30^th November, 2024.
3.	Annual General Meeting for the financial year ended 31^st March 2023 was held within the prescribed time. However, the businesses as set out in the notice of the said Annual General Meeting were not adopted/ approved by the Members of the Company.	(i) Since the businesses as set out in the notice of the 52^nd Annual General Meeting (AGM) were not approved/ adopted by the Members of the Company, the Management sought directions/ guidance of the Ministry of Corporate Affairs on the subject. Subsequently, the MCA vide its letter bearing No. eFile Policy -17/ 43/ 2020-CL-V-MCA-Pt-I dated 23.02.2024, advised the Management as under: "3. The Company, if so advised, may consider bringing the matter to the knowledge of the Hon'ble Apex Court for information and directions, if any..." (ii) It is further informed that the outcome of the Annual General Meeting (AGM), as mentioned above, was placed before the Hon'ble Supreme Court on 05.10.2023, vide ATR-VII, whose Chapter-9 inter-alia contains an elaborate status pertaining to the statutory compliances of Unitech Group for the period 12.10.2022 to 04.10.2023. (iii) Further, the non-adopted businesses as set out in the Notice of the 52^nd Annual General Meeting of M/s Unitech Limited held on 29.09.2023 are being placed again for the approval of the Members in the ensuing AGM of the Company scheduled to be held on 26.09.2024.
Sr. No.	Observations of the Secretarial Auditor	Response of the Management
4.	The Company failed to establish Internal Audit System in terms of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. However, as on the date of the present report, Internal Auditors were appointed on 28.05.2024.	The Audit and Risk Management Committee & Board of Directors in their respective meetings held on 28.05.2024 appointed M/s Prem Arun Jain & Co., Chartered Accountants, as the Internal Auditors of M/s Unitech Limited for the FY 2024-25, at a monthly fee of Rs. 1,25,000/- (Rs. One Lakh Twenty Five Thousand only) plus GST as applicable, with effect from 01.06.2024.
5.	The Company was non-compliant regarding the appointment of Chief Financial Officer in terms of Section 203 of the Companies Act, 2013. However, the Company in the Board Meeting held on 18.01.2024 has appointed Chief Financial Officer w.e.f. 22.01.2024.	The Company, in its BoD meeting held on 18.01.2024 on the basis of the recommendations of the Nomination and Remuneration Committee and Audit and Risk Management Committee, has appointed Shri T.P.S. Madan as the Chief Financial Officer of the Company in compliance of the provisions of section 203 of the Companies Act, 2013. The said appointment was made effective from 22.01.2024
6.	There are instances of late submission of some documents/ reports under LODR to the Stock exchanges. The Company has filed clarification in response to the notices issued by the stock exchange(s) and the Company has not paid any fine to Stock Exchanges.	The Company will, henceforth, make every possible endeavour to file all documents/ reports to the Stock Exchanges under the SEBI (LODR) Regulations 2015 within the prescribed timelines.
7.	There was delay in approval and submission of financial results for the quarter ended 30^th June, 2023 and the quarter and half year ended 30^th September, 2023. As on the date of this report, the Company is up to date in relation to approval and submission of financial results with the Stock Exchanges. The action of continuation of trading in securities in 'z' category for non-filing of financial results was initiated by the Stock Exchanges.	(i) The new management has inherited the legacy of substantial non-compliances from the erstwhile management which has resulted in delays in the approval of financial results. Further, the erstwhile Statutory Auditors of the Company, M/s R. Nagpal & Associates, Chartered Accountants, resigned as Statutory Auditors in January, 2020 as they could not obtain the "Peer Review" certificate from the "Peer Review Board" of Institute of Chartered Accountants of India (ICAI). Thereafter, the Company took some time in identifying a suitable firm of Chartered Accountants that could be appointed as Statutory Auditors in place of the erstwhile auditors. (ii) The Key Managerial Personnel and various other employees of the Company also resigned from the service after the appointment of the new Management. Further, availability of credible data and relevant documents have also been serious issues which the Management has been facing ever since its appointment. (iii) The financial results for the quarter ended 30^th June 2023 and the quarter and half year ended 30^th September, 2023 have already been approved by the Audit & Risk Management Committee and the Board of Directors in their respective meetings held on 21.12.2023 and submitted to Stock Exchanges.
Sr. No.	Observations of the Secretarial Auditor	Response of the Management
		(iv) The financial results for the quarter and nine months ended 31.12.2023 and the quarter and year ended 31.03.2024 were placed for review and approval in the meetings of the Audit and Risk Management Committee and BoD held on 12.02.2024 and 28.05.2024, respectively. After approval by the BoD, the aforesaid financial results were submitted to the Stock Exchanges within the prescribed timelines. (v) The Company will, henceforth, make every possible endeavour to approve the Financial Results within the statutory time limits and make requisite filings with the Stock Exchanges in time.
8.	There are instances of legal cases filed against the Company under the various laws applicable to the Company. These cases are filed with various courts of the Country. Moratorium on all the proceedings against the company is continued in terms of order of Hon'ble Supreme Court dated 20.01.2020.	The Hon'ble Supreme Court vide its order dated 20.01.2020 has granted moratorium against the institution of proceedings, continuation of the existing proceedings and enforcement of the orders that may have been passed against the Company. The aforesaid order reads as under: "(vii) Pending further orders of this Court, there shall be a moratorium against the institution of proceedings against Unitech Limited and its subsidiaries. The moratorium shall also extend to existing proceedings against the company as well as enforcement of orders that may have been passed against the company."
9.	With regard to the unclaimed and unpaid amounts pertaining to matured deposits and interest accrued thereon, the Company has informed us that a number of depositors have put in claims which are pending before various judicial forums for the matured deposits and interest accrued thereon. The amount which was due to be transferred to IEPF Fund with respect to unpaid and unclaimed matured deposits and interest thereon, which is outstanding for a period of seven years from the date they became due for repayment, have not been transferred to IEPF Fund constituted under Section 125 of the Companies Act, 2013.	Chapter 8 of the Resolution Framework deals with the subject of Fixed Deposits, which is awaiting final adjudication from the Hon'ble Supreme Court. Any payments of the principal amount of the FDs is being made by the Company as per the directions from the Hon'ble Supreme Court from time to time. The Company has not accepted or re-paid any FD at its own level.

Particulars of Loans, Guarantees or Investments

Particulars of Loans and Guarantees given or Investments made under section 186 of the Companies Act, 2013, are given in the respective Notes to Standalone Financial Statements.

Contracts or arrangements with Related Parties under section 188(1) of the Act

With reference to section 134 (3) (h) of the Companies Act, 2013, all Related Party Transactions (RPTs) under section 188 of the Companies Act, 2013 and regulation 23 of the Listing Regulations were placed before the Audit Committee and the Board. All contracts/ arrangements/ transactions made by the Company during the relevant year with the Related Parties were in the ordinary course of business and on an arm's length basis.

As detailed in Note No. 45 of Standalone Financial Statement, the Company has not entered into any transaction with Related Parties during the year under report, which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions. In view of the same, giving particulars of contracts or arrangements with the Related Parties in Form AOC-2 is not required for the year under review. The Company has framed a policy on dealing with Related Party Transactions and the same is available at Company's website www.unitechgroup.com.

Your Directors draw your attention to Note No. 45 to the

Standalone Financial Statement, which sets out the related party disclosures.

The State of the Company's Affairs

1. As the Members are aware, the Company has a total of incomplete 74 residential and 12 commercial projects at 11 locations, the Management has initiated the requisite pre-construction processes in respect of all these projects.

2. One major clusters of projects is at Gurugram (Haryana) accounting for about 7000 Homebuyers in various projects. The management has been able to obtain the requisite approvals (like renewal of licences, additional licenses, approval of layout and zoning plans, building plans and Occupation Certificates) from the Department of Town & Country Planning, Haryana from time to time. The issue renewal of license in respect of the Rewari Project is still pending consideration of the Hon'ble Supreme Court. However, Environmental Clearances in respect of two major projects in Gurugram ( Nirvana Country-II and Uniworld Resorts) are still under process. Works have already been commenced on ground in respect of a number of projects in Gurugram, Ambala and Mohali.

3. The Projects at Kolkata, Chenai and Bangalore have not been able to take off due to pendency of grant of approvals of the competent authorities qua the layout Plans, Building Pans and the ECs in case of these projecets even though contracts have already been awarded for certain parts of these projects.

4. In the case of Noida based projects, which account for the second largest cluster of Homebuyers after Gurugram, there have been significant developments. In compliance of the directions of the Hon'ble Supreme Court dated 01.02.2023, the new Management of Unitech Group uploaded the Revised Layout Plans in respect of Sector 96-97-98, Noida on OBPAS (the designated portal of Noida Authority) on 08.02.2023. Similarly, revised building plans in respect of the project at Sector-113, Noida were uploaded on 08.02.2023. The Revised Building Plans in respect of Sector-117, Noida were submitted vide application No. 2023/02/08/8434. However, the OBPAS system had some technical problems and the challans for payment of applicable fees could not be generated. Though the Revised Layout Plans/ Building Plans were uploaded on 08.02.2023, but the technical issue of online generation of challans and payment of application money and processing fees through on-line challan could be resolved by Noida Authority only on 17.02.2023 for Sector 117, on 18.02.2023 for Sector 113 and on 23.02.2023 for Sector 96-97-98. After online payment of the prescribed Processing Fees, Noida Authority started the scrutiny of the Layout Plans and Building Plans. Meetings were

held between teams of Unitech and Noida Authority on 07.04.2023, 11.04.2023, 12.04.2023, and 13.04.2023 in this behalf pursuant to which the said Plans were technically cleared on OBPAS on 28.04.2023. The Noida Authority subsequently raised the demand for submission of NOCs and other clearances without confirming/ conveying the "In-principal approval of Layout Plans/ Building Plans", which had already been cleared on the OBPAS without any technical objections. The Unitech Management submitted its response/ reply to Noida's letters requesting therein to issue the in-principle approvals in respect of the Revised Layout Plans (Sector 96-97-98) and Revised Building Plans (for Sectors 113 and 117), which would be necessarily required for submission of applications for Environmental Clearances. The Management has got the Fire NOCs for all the three projects and submitted the same to Noida Authority. Similar is the case in case of NOCs from the Airport authority of India. The management also got the District Collector's approval for setting up the Swimming Pools. Further to the above, the Management also engaged consultants, namely, M/s Perfect Enviro Solutions Private Limited for preparation of the Base-line data, applications and Environment Management Plans (EMPs) required for obtaining the same on 06.02.2023. Further, vide Work Order dated 11.05.2023, Unitech has assigned the entire work of obtaining the EC to the said consultant. During the year under review, the Company has applied for Environmental Clearances (EC) related to Noida projects. The application for Terms of Reference (TOR) for projects in Sector-96, 97 & 98 was submitted on 02.02.2024. The application for TOR was placed before SEAC for consideration and its outcome is awaited. Further, the Certified Compliance Report (CCE) is also awaited. Similarly, the application for TOR for projects in Sector-113, Noida, was submitted on 30.12.2023 and granted by State Environmental Impact Assessment Authority (SEIAA) on 04.01.2024. The Certified Compliance Report (CCR) site visit was held on 19.03.2024, and the CCR report of the same is awaited. As regards sector 117, the application for TOR for projects in Sector-117 was submitted on 09.03.2024 and is currently under approval process. The Certified Compliance Report (CCR) site visit was held on 19.03.2024, and the CCR report of the same is awaited.

5. During the year under review, the matter of sale of Unitech Power Transmission Limited (UPTL) has also been under consideration. The Board of Directors accorded their approval to engage M/s Ernst & Young (EY) as Transaction Advisers for the disinvestment of UPTL in the meeting of the BoD held on 14.02.2023 at a success fee of 1.75% of the Enterprise Value, capping of OPE at Rs. 5.00 lakh and with an exclusivity period of 09 months. The matter of disinvestment of UPTL was put up on the website of Unitech Limited on 06.04.2023

inviting Expressions of Interest (EOI) from interested parties till 19.04.2023. In addition, M/s E&Y had also sent communications to 37 prospective investors. A total of 10 parties submitted their EOIs by the due date. Following from the above, Non-disclosure Agreements (NDAs) were signed with these 10 parties. Another Notice was uploaded on the Unitech's Website and on the e-Tendering portal on 26.04.2023 inviting NonBinding Offers from these 10 parties up to 01.05.2023. In response thereto, Non-Binding Offers were received within the fixed timelines only from 04 parties, namely,

(a) M/s Jakson Limited (Rs. 65 Crore), (b) M/s JSC OGCC Kazstroyservice (Rs. 25 Crore), (c) M/s Shilpa Steel and Power Limited (Rs. 20 Crore), and (d) M/s Shree Metals (Mujbi) Private Limited (Rs. 10 Crore). The Non-Binding Term-Sheets were opened on 02.05.2023. Since the value offered by M/s Jakson Limited was found to be the highest among all the bidders, it was allowed to conduct Due Diligence as per the process note prepared by E&Y in consultation with UPTL to facilitate the highest bidder to submit its Binding Offer on or before 17.06.2023. Eventually, the Binding Term Sheet for an amount of Rs. 65 Crore was received on

17.06.2023, along with a BG of Rs. 1.00 Crore. The highest bidder had subsequently agreed to improve its offer to Rs. 67.00 Crore. The Board had approved the proposal by Circulation on 11.08.2023. However, the said transaction could not materialize as M/s Jakson delayed the process and finally offered a price of Rs. 47.50 crore, which was not acceptable to the Company. Finally, they backed out from the deal. Thereafter, the Management started exploring other Investors and Expressions of Interest during the FY 2024-25. The disinvestment of UPTL is under process again.

6. The Hon'ble Supreme Court, vide its order dated 18.05.2022, appointed Justice (Retd.) A. M. Sapre to be associated with every stage of tendering process and that the same be carried out under his supervision. Based on the ground-work done by PMCs, it was estimated that about 130-135 Tenders would be required to be floated for completion of all the 74 residential and 12 commercial projects. Since, it was practically not possible to float all the Tenders in one go, the Management decided to float these Tenders in four to five Lots, each Lot comprising about 30-35 Tenders, as also submitted before the Hon'ble Supreme court vide ATR-IV. As the Members are already aware, the Unitech Management after seeking the approval of the BoD and Justice (Retd.) A.M. Sapre in the month of December 2022, floated a total of 35 Tenders as part of Lot-1 on 02.01.2023. After the completion of Bid Management process and approval of BoD and Justice Sapre, a total of 15 Tenders were submitted to the Hon'ble Supreme Court seeking directions for award of Contracts. Further, after the approval of BoD and Justice (Retd.) A.M. Sapre,

the Management floated 51 Tenders as part of Lot- 2 on its website on 08.05.2023 and 09.05.2023. After the completion of Bid Management Process for Lot-2 Tenders, a total of 34 Tenders were approved by the BoD and Justice Sapre on 18.08.2023, and the same were submitted in Hon'ble Supreme Court for seeking their approval for awarding the Contracts to successful Bidders. The Hon'ble Supreme Court permitted the Unitech Management to award contracts in respect of 49 (15+34) Tenders qua Lot-1 & Lot-2 on 03.11.2023. In furtherance to the aforesaid order dated 03.11.2023, the Management uploaded the list of these approved 49 Tenders at the Company's website on 04.11.2023 and issued Letters of Intent (LoIs) to all the 23 Contractors to whom 49 Tenders of 39 Projects were awarded to comply with the requisite formalities for signing the Contract Agreements. Simultaneously, after seeking the approval of the BoD in its meeting held on

26.10.2023, the company floated 55 Tenders as part of Lot-3 on 07.11.2023/ 08.11.2023. After the completion of Bid Management Process for Lot-3 Tenders, a total of 38 Tenders were approved by BoD and Justice Sapre on 16.02.2024 and the same were submitted in the Hon'ble Supreme Court for approval for award of Contracts to successful Bidders. Accordingly, the process for award of contracts in respect of the Lot-3, Lot-4 and Lot-5 Tenders has been continuing.

7. Separately, keeping in view that the works on various structures of buildings left incomplete by the erstwhile management had been lying stalled for a number of years, it was decided to get Health Safety Audit of all these buildings carried out from institutes of eminence. The Hon'ble Supreme Court was also apprised about the same through Action Taken report - III. Services of IIT Roorkee were availed for this purpose for all the under-construction buildings within NCR area, IIT Madras for the projects at Bangalore and Chennai, and Jadhavpur University for Kolkata based projects. In the process, the Heath Safety Audit and proof-checking of structure designs of a total of 179 Towers and 13 basements were carried out in respect of 27 Projects. While the buildings have been found largely safe, the experts have pointed out the need for carrying out Retrofitting works to address the deficiencies observed during these tests. Accordingly, a total of 28 Tenders were floated for the Retrofitting Works along with the general Lot-3 Tenders. Contracts have been awarded in case of 25 Tenders pursuant to the approval of the BoD, Justice Sapre and the Hon'ble Supreme Court. The left over 07 Tenders have also been invited and the same are under process of technical and financial evaluation. Reports of the concerned institutes have also been uploaded on the Company's website.

8. M/s Unitech Limited in accordance with the directions of the Hon'ble Supreme Court vide its order dated 03.11.2023 uploaded the Revised Payment Plan on

its website. The Revised Payment Plan, as approved by the Hon'ble Supreme Court, envisages payment of balance dues in quarterly installments linked with the tentative completion schedule of the project, and the last 5% payable on offer of possession. Further, the Hon'ble Supreme court has held that any delay in payment would attract interest @9% per annum on the amount of default for the period of default. The demand for payment of balance dues is raised only after the works are commenced at site. Further, as per the Hon'ble Supreme Court directions dated 03.11.2023, para 6(iii), the Homebuyers who change their options from Refund to Possession and who had received partial refunds earlier through the Registry/ Ld. Amicus Curiae, were to repay the principal amount which was earlier refunded to them within a period of eight (8) weeks of their opting for Possession. Accordingly, the repayment of partially refunded amount was to be made by 15.02.2024. Further to the above, the Management of M/s Unitech Limited, keeping in view the spirit of observations of the Hon'ble Supreme Court during the hearing held on 26.04.2024, decided to give a final/ last opportunity to the Homebuyers continuing with Refund options to change their options to Possession by sending emails to this effect to the dedicated email ID refundtopossession@unitechgroup.com by or before 2400 hours on 31^st May, 2024.

9. The Directors would like to apprise the Members that pursuant to the Hon'ble Supreme Court's order dated

09.10.2023, Justice Abhay Manohar Sapre (Retd.), submitted his report dated 29.02.2024 on the matter of Refunds to Homebuyers/ FD Holders. The Hon'ble Supreme Court, vide its order dated 15.04.2024, ordered that after duly scrutinizing the claims for Refunds submitted by Homebuyers and FD holders on Medical Grounds, a recommendation was made to give Refunds to 27 Homebuyers (Rs. 13.85 Crore) and 163 FD holders (Rs. 5.71 Crore) on Medical Grounds by Justice Sapre which was duly approved by the Hon'ble Court. Out of that, an amount of Rs. 5.41 Crore has been paid to 154 Depositors. Further, an amount of Rs.9.99 Crore has been disbursed to 21 Homebuyers.

10. M/s Unitech Limited has 186 Indian Subsidiary Companies out of which 08 subsidiary Companies had been struck off by the Registrar of Companies, NCT of Delhi and Haryana, which have now been ordered to be revived by the orders of the National Company Law Tribunal (NCLT).

Amount, if any, proposed to be carried to any Reserves

As the Company is incurring losses since last several years, no amount is proposed to be carried to any reserve during the year under review.

Dividend

As your Company has incurred a net loss during the year under review, your Directors have not recommended any dividend for the year ended 31^st March, 2024.

Conservation of Energy, Technology Absorption

Since the Company does not own any manufacturing facility, except M/s Unitech Power Transmission Limited (UPTL), a wholly-owned subsidiary company, the requirement of disclosure of particulars relating to conservation of energy and technology absorption is not applicable.

Foreign Exchange Earnings and Outgo

The Company is engaged in developing/ constructing residential and commercial properties in India and it used to sell the immovable properties to customers in India and abroad in the past. However, no sale of immovable properties has been taken place after the new management stepped in. The foreign exchange earnings and outgo of the Company during the year under review were NIL.

Risk Management

Risk Management Policy of the Company is in place and has been updated and approved in the meeting of the Board of Directors held on 13.07.2023. The objective of the policy is to identify and assess the key risk areas, and to mitigate risks, and monitor/ report effectiveness of the processes and controls and advance action, which may need to be taken to mitigate such risks.

Corporate Social Responsibility

The Company has not undertaken any CSR activities during the year under review, since there is loss during the preceding three financial years. The Annual Report on CSR activities is attached herewith at Annexure-2, which may be read as an integral part of the Board Report.

Internal Financial Control for Financial Statements

The Board of Directors have been reviewing the sufficiency of existing internal control systems and assessing the need to bring better financial control measures, which are commensurate with the size of the business of the Company.

Audit and Risk Management Committee

The composition of the Audit and Risk Management Committee is provided in the Corporate Governance Report, which forms an integral part of the Board Report.

Vigil Mechanism

Pursuant to section 177 (9) of the Companies Act, 2013, read with rules made thereunder and regulation 22 of the Listing Regulations, the Company has Vigil Mechanism for Directors and Employees to report genuine concerns. The policy has been posted at Company's website i.e. http://www.unitechgroup.com/investor-relations/whistle- blower-policy.asp.

During the year under review, the Company has not received any such information in this behalf.

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Deposits

During the year under review, the Company has not accepted any Deposits under the provisions of section 73 and 76 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014. Particulars of Deposits covered under Chapter V of the Companies Act, 2013 are as follows:

Particulars	Details
Amount of Deposits accepted during the financial year 2023-24	NIL
Amount of Deposits remained unpaid or unclaimed during the year, i.e. as on 31.03.2024	Rs. 534.88 Crore (Principal Amount)
Whether there has been any default in repayment of Deposits or Interest thereon; and if so the number of times and the total amount involved-	(i) The Company had filed an application in March 2015 before the Hon'ble CLB [Now NCLT] for seeking, inter-aiia, re-scheduling of repayment of Fixed Deposits. The Hon'ble National Company Law Tribunal, New Delhi (NCLT) dismissed the said application. The appeal against the said order was also dismissed by the Hon'ble NCLAT vide its order dated 31^st January, 2017.
? At the beginning of the year
	(ii) Some Depositors filed intervention applications (IAs) before the Hon'ble Supreme Court in the matter of homebuyers of the Company. Considering their applications, the Hon'ble Supreme Court directed the Ld. Amicus Curiae to create a web-portal where the Depositors could provide their requisite information. Accordingly, in compliance of the ibid direction, the Ld. Amicus Curiae created a web-portal for the purpose.
? Maximum during the year
? At the end of the year
Details of Deposits which are not in Compliance with Chapter V of the Companies Act, 2013
	(iii) Hon'ble Supreme Court vide its order dated 12^th December, 2019, allowed refunds to FD holders who were senior citizens, aged 60 years and above. Ten per cent of the amount deposited with the Registry at that time i.e. Rs. 17.4 Crore was allocated for the purpose. Having regard to the huge number of FD holders, who had registered themselves on the web-portal, the Hon'ble Court allocated a further sum of Rs. 30 Crore for distribution amongst them. The additional amount of Rs. 30 Crore was also to be disbursed to FD holders of the age group of 60 years and above, in terms of the earlier direction/s. Out of the allocated sum of Rs. 47.40 Crore allocated, an amount of Rs. 31.23 Crore has been disbursed as per the report of the Registry of the Hon'ble Supreme Court.
	(iv) Further, the Hon'ble Supreme Court, on recommendations of Justice Sapre, approved the release of Rs.13.19 Crore for payment of the principal amount of Fixed Deposits to 548 FD holders vide its order dated 1^st February, 2023 on grounds of Medical Exigencies. As on 31.03.2024, a total of Rs. 12.94 Crore has been refunded to 506 FD Holders.
	(v) Accordingly, the matter pertaining to public deposits is presently before the Hon'ble Supreme Court as addressed in Chapter 8 of the Resolution Framework. Hence, the final action in this behalf would depend on the finality of the matter at the level of the Hon'ble Apex Court.

BOARD'S REPORT

Particulars of Employees and Related Disclosures

The ratio of remuneration of each Director to the median employees' remuneration and other details in terms of section 197 (12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure-3, forming part of this report.

During the year under review, no employee was drawing remuneration of Rs 1.02 Crore per annum, which is required for inclusion in the statement containing particulars of employees, as required under section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Significant and Material Orders

During the year under review, apart from various Orders passed by the Hon'ble Supreme Court, there were no significant and material orders passed by the regulators or tribunals that may impact the 'going-concern-status' and Company's operation in future.

Details of applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year, along with their status as at the end of the financial year

During the year under review, no application was made nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016, as per the records available with the Company.

Details of difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

The same is not applicable for the year under review.

Cost Accounts and Cost Auditors

The Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act. The appointment of M/s Pant

S. & Associates (FRN: 101402) as Cost Auditors of the Company for conducting audit of cost records for FY 202425 was approved in the meetings of the Audit and Risk Management Committee and the BoD held on 08.08.2024. The remuneration to be paid to the Cost Auditor for FY 2024-

25 will be placed before the Members for ratification in the ensuing Annual General Meeting of the Company.

Further, the observations of the Cost Auditor as given in his Cost Audit Report for the Financial Year for FY 2023-24 are given herein below along with the response of the Management on the same -

Cost Auditor's Observation	Management Response
Company has to maintain detail of area constructed during the financial year that detail is not available at Company's end. Instead of area constructed, Company has mentioned each project as different service and mentioned one (01) quantity against each project.	The Company has been maintaining the details of each project as one single entity, as a standard practice from its inception, since calculations of amounts spent qua the area constructed each unit-wise is not practically feasible.

Prevention of Sexual Harassment at work place

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the year under review, no case/ complaints pursuant to the same were reported to the Board.

Acknowledgments

Your Directors wish to place on record their deep sense of appreciation for the overall guidance and support from the Hon'ble Supreme Court, co-operation received from the Members, Government authorities, customers and vendors. Your Directors also wish to place on record appreciation for the contribution made by each and every employee of the Company. The Directors are also thankful to all the stakeholders for their continued help, assistance and support.

For and on behalf of Board of Directors For M/s UNITECH LIMITED

	(Yudhvir Singh Malik)
	Chairman & Managing Director
	Unitech Group of Companies
	DIN: 00000555
Date: 8^th August, 2024
Place: Gurugram