unitech ltd Directors report

Dear Members,

Your Directors hereby present the 52nd Annual Report and Audited Financial Statements of the Company for the financial year ended 31st March, 2023.

Financial Results

The Financial Performance of the Company for the financial year ended 31st March, 2023 is summarized herein below:

Particulars	2022-23		2021-22
Revenue from	132.14	132.14	61.14	61.14
Operations including
Other Income
Less: Expenses
Construction &	48.88		48.89
Real Estate Project
Expenditure including
Cost of Land Sold
Changes in Inventories	-		-
of Finished Goods,
work-in-progress and
Stock-in-Trade
Employee Benefits	16.41		17.08
Expense
Finance Costs	2452.04		928.47
Depreciation and	2.51		2.52
Amortization Expense
Other Expenses	21.51		11.32
Total Expenses		2541.35		1,008.28
Profit/ (Loss) before Tax	(2409.21)		(947.14)
and Exceptional Items
Less: Exceptional Items	-		-
Profit/ (Loss) before		(2409.21)		(947.14)
Tax
Profit/ (Loss) from		(2409.21)		(947.14)
continuing operations
after Tax

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 is Rs. 132.14 crore. The loss before tax stood at Rs. 2409.21 crore and loss after tax also stood at Rs. 2409.21 crore. On consolidated basis, the total income stands at Rs. 491.96 crore. The consolidated loss before tax stood at Rs. 3113.76 crore and loss after tax stood at Rs. 3103.29 crore.

Segmental Revenues (Consolidated)

On consolidated basis, the Real Estate and related division contributed Rs. 158.28 crore in the coffers of the Company, whereas the contribution from the Property Management business was Rs. 136.90 crore, and Rs. 167.18 crore from the Power Transmission business. Hospitality and other segments contributed Rs. 29.59 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. Aggressive monetary tightening measures from Central Banks worldwide led to further pressure on emerging economies. The widespread inflation posed major challenges specifically with prices of several commodities inflating to their decadal highs. There was, however, a 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 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 Unitech Limited is attached to the Financial Statements. The said Statement portrays the performance and financial position of each of Companys subsidiaries, joint ventures and associates. The policy for determining material subsidiaries, as approved, may be accessed at the Companys 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.

Annual Return

As required under section 92 of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2023 is available on the website of the Company and can be accessed at http://www.unitechgroup.com/investor-relations/regulation-46-annual-return.asp for reference and perusal.

Details of Directors

Members are aware that faced with numerous litigations by a large number of homebuyers and other stakeholders, the Honble 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 Unitech Limited. In compliance thereto, the Central Government proposed the constitution of a new Board of Directors, which was approved by the Honble 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 Honble Supreme Court was pleased to simultaneously direct the supersession of the erstwhile Management with the appointment of a new Board of Directors.

During the year under review, there have been changes in the composition of the Board of Directors of the Company. Mr. Balasubramanyam Sriram, Mr. Niranjan L. Hiranandani and Mr. Anoop Kumar Mittal resigned from the office of Directors with effect from 13.06.2022, 10.08.2022 and 12.08.2022 respectively. Ms. Uma Shankar was appointed as Director on the Board of the Company with effect from 19.10.2022. The composition of the Board of Directors as on 31.03.2023 was as follows:

Sr. No. Name(s)	Designation	Date of
		Appointment
1 Sh. Yudhvir Singh	Chairman &	21.01.2020
Malik, IAS (Retd.)	Managing
	Director
2 Dr. Girish Kumar	Director	22.01.2020
Ahuja
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 section 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. Kailash Chand	Company Secretary up
Sharma	to the close of working
	hours as on 31st March,
	2023
4 Ms. Anuradha Mishra	Company Secretary
	with effect from
	1st April, 2023

Board Meetings

Thirteen (13) 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. 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

Ms. Uma Shankar was appointed as a Director by the Ministry of Corporate Affairs vide its Order dated 19.10.2022, in pursuance to the Order of the Honble Supreme Court dated 13.10.2022. Since all the Directors on the Board of the Company have been appointed by the Central Government with the prior approval of the Honble Supreme Court, the said opinion is not required to be provided. All the Directors, including, Ms. Uma Shankar, who was appointed during the FY 2022-23, are well known professionals from diverse fields and have no personal/ pecuniary interest in the Company.

Statement on declaration by Independent Directors

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

Policy on Directors Appointment and Remuneration

The Directors of the Company have been appointed by the Central Government with the prior approval of Honble Supreme Court. No remuneration is being paid to the Directors of the Company, except sitting fee for attending the Board/ Committee meetings. The remuneration of Chairman & Managing Director of the Company, as being paid, 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.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, independence of Directors, policy relating to remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company has 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 31st March, 2023, 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 31st March, 2023 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 under the new Management will 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 under the new Management will 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 transacted during the period of 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 50th Annual General Meeting, for a period of five years till the conclusion of 55th Annual General Meeting.

Auditors Report Qualified Observations

Managements Response to Independent Auditors Report of the Statutory Auditors on the Audited Standalone

Financial Results of Unitech Limited for the Quarter and Financial Year ended 31.03.2023

Sr. No. Auditors Observations	Managements Response
1 (i) Unitech Limited (“the Company”) held its annual general meeting for last 2 years with delays. The company had not applied for any extension for these annual general meeting to the Registrar of Companies, NCT of Delhi & Haryana and is in the process of estimation of penalty and other implications due to delay in holding of annual general meeting.	(i) The Annual General Meeting (AGM) for the year ended 31st March, 2022 was due to be held latest by 30th September, 2022. However, the AGM for the FY 2021-22 was held on 31.03.2023. The new management did not have access to complete records of various transactions of the Company. It caused delay in the finalization of accounts and convening of Annual General Meeting. The new Management has inherited several legacies under various provisions of law, including non- compliances related to non-holding of Annual
(ii) Further, the Company also delayed in filing of its quarterly and annual/year to date results with Security and Exchange Board of India “SEBI”. The Company has not taken any provision related to penalty on account of such delay and management is now planning to seek relief against such penalty from SEBI.	General Meeting of Unitech Limited on or before the due dates. Ever since the new Management took control of Unitech Group as whole, it has been endeavoring to make the Group compliant in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and other applicable laws.
(iii) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(ii) The Company has scheduled its Annual General Meeting for the FY 2022-23 on 29th September 2023, which is well within the prescribed time-lines
	. (iii) The Management had taken up the issue of seeking exemptions and waiver of penalties from MCA as well as SEBI vide its letters dated 11.06.2020, 29.07.2020 and 27.08.2020 and had also sought the intervention of Secretary MCA to take up the matter with SEBI. The Secretary MCA also took up the matter with Chairman SEBI vide his letter dated 05.08.2020. SEBI responded vide its letter dated 09.09.2020 informing that the BSE and NSE had examined the issue in view of moratorium granted by the Honble Supreme Court and the notice for suspension of trading of securities had been withdrawn. Finding that there was no positive response on waiver of penalties, the Management filed an IA No. 81660 of 2021 and 81663 of 2021 on 16.07.2021 in the Supreme Court seeking requisite reliefs, which is still pending. The above defaults on the part of the Company were also placed before the Honble Supreme Court in the Action Taken Report-III filed on 28.03.2022

Sr. No. Auditors Observations	Managements Response
2. (i) We have made references to the Resolution Framework (RF) for Unitech group which has been prepared under the directions of the Board of Directors of Unitech Limited appointed by the Central Government pursuant to the afore-said order of the	The points mentioned herein are informatory in nature and the Management has no further comments to offer on the same.
Honble Supreme Court and approved by the Board of Directors in their Meeting held on June 17, 2020/ September 10, 2020/ October 28, 2020/ April 27, 2022 and which has been filed with the Honble Supreme Court. Through RF, the company has requested the	The Management has already stated its position in the Resolution Framework submitted in the Honble Supreme Court on 15.07.2020, followed by updated versions submitted on 05.02.2021 and 08.08.2022, wherein the Honble Supreme Court has been prayed to grant certain concessions and reliefs so that the Company is able to fulfil its obligations towards the construction and completion of projects and meet other liabilities. The reasons for opting against the winding up the Company or its reference under IBC have fully been explained in the application filed for submission of the Resolution Framework.
Honble 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.
(ii) As the RF has not yet been approved by the Honble Supreme Court, the impact of the proposed reliefs, concessions etc. have not been considered in the books of accounts.
(iii) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.
3. Material uncertainty related to going concern (i) Management has represented that the Standalone Financial Statements have been prepared on a going concern basis, notwithstanding the fact that the Company has incurred losses and has challenges in meeting its operational 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 various projects of the Company have stalled/ slowed down.
(ii) These conditions indicate the existence of material uncertainty that may cast significant doubt about Companys ability to continue as a going concern.
The appropriateness of assumption of going concern is critically dependent upon the Companys ability to raise finance and generate cash flows in future to meet its obligations, and also on the final decision of the Honble 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. This activity is getting conducted under supervision of Justice Abhay Manohar Sapre, as appointed by Honble Supreme Court of India.
(iii) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.

Sr. No. Auditors Observations	Managements Response
4. (i) The Company had received a ‘cancellation of lease deed notice from Greater Noida Industrial Development Authority (“GNIDA”) dated 18th November 2015. As per the Notice, GNIDA cancelled the lease deed in respect of Residential/ Group Housing plots on account of non- implementation of the project and non-payment of various dues amounting to Rs. 105,483.26 Lakhs.	(i) The matter is still pending in the Honble High Court of Allahabad for final is hopeful that its stand shall be vindicated in the
The said land is also mortgaged and the Company has registered such mortgage to a third party on behalf of lender for the Non-Convertible Debenture (NCD) facility extended to the Company and, due to default in repayment of these NCDs, the debenture holders have served a notice to the Company under section 13(4) of the SARFAESI Act and have also taken notional possession of this land. The Company had contractually entered into agreements to sell with 352 buyers and has also received advances from such buyers amounting to Rs. 6,682.10 Lakhs (net of repayment). No contract revenue has been recognized on this project.	Honble Court and there shall be no adverse impact, other than the one already disclosed.
(ii) GNIDA has, in the meanwhile, in terms of the Order of the Honble Supreme Court dated 18.09.2018, deposited on behalf of the Company, an amount of Rs. 7,436.35 Lakhs (Rs. 6,682.10 Lakhs and interest @ 6% on the principal amount of Rs. 6,682.10 Lakhs), out of the monies paid by the Company, with the registry of the Honble Supreme Court.	(ii) As regards the amount of Rs. 7,436.35 lakhs (Rs. 6,682.10 lakhs + interest @ 6% on the principal amount of Rs. 6,682.10 lakhs), deposited with the
(iii) GNIDA has adjusted Rs. 9,200.00 Lakhs of Unitech Groups liabilities towards the Companys other projects with GNIDA and forfeited Rs. 13,893.42 Lakhs. The Company had paid a sum of Rs. 34,221.90 Lakhs, including Rs. 4,934.95 Lakhs of stamp duty on the land, for the said land.	Registry of the Honble Supreme Court, the said amount has already been paid to 352 homebuyers pursuant to the directions of Honble Supreme Court, which is a bit more than the principal amount deposited by the said homebuyers.
(iv) The matter in respect of the land is still pending before the Honble High Court of Allahabad, and pending the final disposal, the Company has, subsequently, shown the amount of Rs. 18,339.80 Lakhs as recoverable from GNIDA in its books of accounts including stamp duty of Rs. 4,934.95 Lakhs and lease rent paid of Rs. 6,113.11 Lakhs. Further, the Company is also carrying	(iii) Further, the Management is also in the process of filing a comprehensive IA before the Honble Supreme Court qua GNIDAs demands raised against Unitech, including seeking appropriate directions on the instant issue.
(a) Other construction costs amounting to Rs. 80,575.05 Lakhs in respect of the projects to come upon the said land which also includes interest capitalized of Rs. 69,684.68 Lakhs.

Sr. No. Auditors Observations	Managements Response
(b) Deferred liability on account of interest payable to GNIDA appearing in the books of accounts as on 31st March, 2022 amounting to Rs. 3,72,777.42 Lakhs (including Rs. 52,220.54 Lakhs booked on account of interest during the year ended 31st March, 2023). Out of the interest mentioned above Rs. 4,846.67 Lakhs has been capitalized in the books of accounts of the Company. The same is in contravention of the provisions of Indian Accounting Standards 23 “Borrowing Costs”.
(v) The impact on the accounts viz. inventory, projects
in progress, customer advances, amount payable to
or receivable from GNIDA, cannot be ascertained,
since the matter is still subjudice, as mentioned
hereinabove, vis-a-vis dues of the Company, and
hence, we are unable to express an opinion on this
matter.
We had given a disclaimer of opinion on the standalone
financial statements for the year ended 31 st March,
2022 in respect of this matter.
5. (i) Confirmations/ reconciliations are pending in respect(i) of amounts deposited by the Company with the	The observation is a statement of fact and needs no further comments.
Honble Supreme Court. As per books of account, an amount of Rs. 31,191.85 Lakhs deposited with the Honble Supreme Court Registry (“Registry”) is outstanding as at 31st March, 2023. Management has received certain details of payments made and monies received in the registry from the Court and has accrued the same in its books of accounts. However, there are still variations of Rs. 934.15 Lakhs between balance as per books of accounts vs balance as per registry details and management is in the process of reconciliation of the same.	(ii) The Company received a detailed statement of accounts from the Supreme Courts Registry in the month of November, 2022. After reconciliation of the accounts, entries pertaining to (a) interest income of Rs. 4,980.00 lakhs upto 22.11.2022, (b) disbursement of Rs. 2,734.11 lakhs, out of 4,000 lakhs deposited in the Supreme Courts Registry by M/s Pioneer Urban Land & Infrastructure Limited, and (c) disbursement of Rs. 2,183.45 lakhs to homebuyers, FD holders and other stakeholders, have been duly entered in the books of accounts for the period ending 31.03.2023.
(ii) Further, for the payments made from its registry, there was no deduction made on account of tax at source and no goods and services tax liability, wherever applicable on reverse charge basis have been complied with.	(iii) Further, during reconciliation, variations amounting to Rs. 934.15 lakhs have been observed between Balance as per books of accounts vis-a-vis Balance as per Supreme Courts Registry, which is proposed to be taken up with the Supreme Court Registry and reconciled as soon as the relevant information is received from the Registry.
(iii) In view of the reconciliation exercise still in process and absence of other statement of transactions and confirmation of balance from the Registry, we are unable to comment on the completeness and correctness of amounts outstanding with the Registry and of the ultimate impact these transactions would have on the Standalone Financial Statements of the Company, and hence we are unable to express an opinion on this matter.	(iv) As regards the TDS on the payments made from the Registry or the TDS by the Bank on the accrued interest, the Registry has not provided any information. This will have to be verified from the Supreme Court Registry. In any case, prima facie, there should be no liabilities/ penalties on this account qua the Company as the default, if any, would be on the part of the Bank or the Supreme Court Registry.
(iv) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.

Sr. No. Auditors Observations	Managements Response
6. According to information given and explanation provided to us by the management, in respect of Property, Plant and Equipment (PPE) including Investment Property having net value of Rs. 2,996.56 Lakhs (net of accumulated depreciation of Rs. 7,527.88 Lakhs), there is no physical verification conducted by the Company since last year.c	The Company has maintained the Fixed Assets
Further, the Company does not maintain proper records showing full particulars, including quantitative details and situation of Fixed Assets comprising ‘property, plant and equipment, ‘capital work-in-progress & ‘investment property. In view of this and also of the fact that these PPEs are kept as security for obtaining bank loans and all the loan accounts of the Company (except loan obtained from Punjab National Bank) are at non performing levels, we are not able to express an opinion on this matter.	Register for recording the details of Property, Plant & Equipments. The management is facing a major challenge in reconciling the Opening Balances, which is a legacy issue and difficult to reconcile. However, it is proposed to take up this exercise to prepare separate lists of PPE where the reconciliation of Opening Balance remains an issue. The challenges faced in reconciliation of the Opening Balances, wherever occurring, will be addressed separately.c
We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.

7. Non-current investment and loans	(i) Unitech Limited has 186 Indian Subsidiary
Company has made investments and given loans to its subsidiaries, joint ventures, associates and others. Details st as on 31 March, 2023 are as follows:	Companies out of which 08 subsidiary Companies have been struck off by the Registrar of Companies, NCT Delhi and Haryana. The Company has moved the National Company Law Tribunal (NCLT) for the revival of the subsidiaries which have been struck off, out of which 02 have already been ordered to be revived.

Particulars	Amount invested	Impairment accounted for till 31.03.2023	Carrying amount
Equity investment - Indian subsidiaries	75,342.84	30,745.68	44,597.16
Equity investment - foreign subsidiaries	66,376.77	66,376.77	_
Equity investment - joint ventures	54,041.94	-	54,041.94
Equity investment associates	299.25	-	299.25
Equity investment	31,040.70	-	31,040.70
others
Debenture	1,512.18	-	1,512.18
investment
Investment CIG	25,453.18	-	25,453.18
Corporate	8.7	-	8.7
guarantees
Loans given to	372,702.40	1,589.05	371,113.36
subsidiaries
Advances given to	61,965.54	-	61,965.54
subsidiaries

(ii) For 149 Indian Subsidiary Companies, Statutory Auditors have been appointed so far whereas the due process for settlement of accounts with the existing Statutory Auditors in case of 16 other Subsidiaries is underway. For the remaining 13 Subsidiaries, wherein there is a substantial foreign investment, necessary steps are being taken by the Company in this regard.

(iii) As regards 32 foreign subsidiaries along with Libya Division and 03 foreign JVs, the management has listed down their available details. The Audited Balance Sheets of 04 foreign subsidiaries, 02 foreign JVs, and that of Libya Division are not available with the Company. For rest of the Companies, 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. ntities

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 e

Sr. No. Auditors Observations	Managements Response
Amounts in Rs. Lakhs Loans to Joint 8,381.00 - 8,381.00	(iv) The matter regarding investment in Carnoustie and CIG is already under scrutiny by the Investigating Agencies and various attachment orders have been passed by th e Enforcement Directorate.
Ventures and Associates Advances to Joint 20.33 - 20.33 Ventures and Associates Share Application 46.5 - 46.5 Money	The Management has included the position of Carnoustie and CIG in the Resolution Framework submitted before the Honble Supreme Court. It is pertinent to mention here that Unitech Limited has also filed an IA in the Honble Supreme Court for the recovery of the amount invested. The matter has been heard but the order is awaited.
Considering the fact that the accounts of the above- mentioned foreign entities are not available with the management and for Indian entities, they are not audited since last 3-4 years plus also taking into account the factors such as non-existence of any loan agreement stating terms, conditions and duration of loan, accumulated losses in above said entities, substantial/ full erosion of net worth, significant uncertainty on the future of these entities and significant uncertainty on recovery of investments and loans, there are strong indicators of conducting impairment/ expected credit loss assessment for above mentioned investments and loans in accordance with the principles of Indian Accounting Standards 36, “impairment of assets” and Indian Accounting Standards 109 “financial instruments”. Further: -	(v) However, keeping in view the investigations being carried out by the ED, and the ED having filed charge-sheets before the Adjudicating Authority under PMLA, the Company is left with no option but to await the final outcome in these matters.
(i) Equity investment others include investment made in M/s Carnoustie Management (India) Private Limited (Carnoustie) of Rs. 31,005.45 Lakhs as on 31st March, 2023. Regarding this investment, the Company has already filed an Intervention Application “IA” before Honble Supreme Court of India wherein, the
Company has stated that erstwhile management has invested in equity shares of Carnoustie @ Rs. 1,000 Rs. 1,500 per share including a premium of Rs. 990 Rs. 1,490 per share. As per IA submitted by the Company, there was no basis available with erstwhile management for such share valuation.
Also, there were certain plots allotted to Carnoustie at a price much lower than the market rate as on allotment date. Considering the nature of this investment, same is to be valued at fair value through other comprehensive income “FVTOCI” as required under Indian Accounting Standards 109 “financial instruments” but the Company has decided to carry investment made in Carnoustie at cost as the matter is subjudice.

Sr. No. Auditors Observations	Managements Response
(ii) Investment CIG The Company made investment of Rs. 25,453.18 Lakhs in CIG Realty Fund for which no details are available with the Company. As explained by management, the Company is planning to file a separate Intervention Application
“IA” before Honble Supreme Court of India requesting Honble Court to take up this matter. Management also explained that CIG funds are already under investigation by Enforcement Directorate (ED) and Serious Fraud Investigation Office (SFIO). Considering the nature of this investment, same is to be valued at fair value through other comprehensive income “FVTOCI” as required under Indian Accounting Standards 109 “financial instruments” but the Company has decided to carry investment made in CIG funds at cost as the matter is under investigation by various authorities
. In view of non-existence of any impairment study, non-existence of any expected credit loss policy in the Company and accounting of investment at cost which were otherwise to be carried at FVTOCI, we are unable to express an opinion upon the adjustments,
if any, that may be required to the carrying value of these non-current investments and non-current loan and its consequential impact on the Standalone Financial Statement. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.
8. Impairment Assessment of Bank and Corporate Guarantees	(i) There are a number of secured, unsecured and
Standalone Financial Statements, wherein it is stated that the Company is having outstanding bank and corporate guarantee of Rs. 107,059.26 lakhs as per audited financials st for year ending 31 March, 2023. The Company has not conducted any impairment assessment on the same in accordance with the principles of Indian Accounting Standards 109 “financial instruments”. In view of the same, we are unable to express an opinion on the same. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	operational creditors qua the Company and its subsidiaries, JVs and other affiliates. Further, the Company and the 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.
	(ii) 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).
	These issues have yet not been adjudicated by the Honble Supreme Court. Hence, it is neither possible nor feasible at this stage to undertake any impairment assessment of secured creditors, and/
	or Corporate Guarantees till these related issues are crystalized and settled by the Honble 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.
9. Trade receivables and other financial assets	The new Management is in the process of developing an
The Company has trade receivables and other financial st assets as on 31 March, 2023 as under -	Expected Credit Loss Policy for the Company. However, it has taken time due to various kinds of situations coming to the notice of the management. Every effort

Particulars	Amount	Provision accounted for till 31.03.2023	Carrying amount
Trade Receivables	78,751.93	31,521.87	47,230.06
Security Deposits	52,818.32	934.04	51,884.28
Non-Current Loans	100.00	-	100.00
and Advances
Current Loans and	6,617.34	520.00	6,097.34
Advances
Advances for	31,079.48	31,079.48	-
purchase of Shares
Staff Imprest &	47.09	-	47.09
Advances
Advances to others	13.08	-	13.08

The Company has not assessed loss allowance for expected credit losses on financial assets in accordance with the principles of Indian Accounting Standards AS 109

- “Financial Instruments”.

In view of non-existence of any expected credit loss policy in the Company, we are unable to express an opinion upon the adjustments, if any, that may be required to the carrying value of these financial assets and its consequential impact on the Standalone Financial Statement.

We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.

Sr. No. Auditors Observations	Managements Response
10. Inventory and project in progress	(i) Five Project Management Consultants (PMCs) have been engaged, with the approval of the
(i) Standalone Financial Statement of the Company st as on 31 March, 2023, has shown inventory of Rs. 62,517.96 Lakhs and projects in progress “PIP” of Rs. 17,56,942.48 Lakhs. Company is currently carrying these inventory and PIP items at cost, which is computed based on percentage of completion method under Indian Accounting Standard 115	Honble Supreme Court, who have substantially completed Part-A of the Scope of Work assigned to them. This includes “As-is-assessment” of various projects i.e. the status of work done/ completed during the period of erstwhile management. The PMCs have backed their work with photographs and videography of these projects so as to avoid any conflicts when it comes to the claims of old contractors vis-a-vis the work to be done by the new contractors. Based on this exercise, the PMCs have worked out the BoQs of the remaining works, which form the basis for preparation of Tender Documents.
“Revenue from Contracts with Customers”. In view of the fact that in majority of the projects of the Company, construction and other operational activities are on hold since last 24-60 months, there are high indicators that such inventory and PIP assets should be tested for evaluating their respective net realized value “NRV” in accordance with the requirement of Indian Accounting Standard 2 “inventories”.	(ii) About 130 to 140 Tenders would need to be floated to complete the balance works, out of which 35
(ii) Further, management is in the process of verification of title documents for land and other immovable assets.	Tenders (Lot-1) were floated on 02.01.2023. On scrutiny of bids, it was discovered that no bids were received against 18 tenders (out of 35) whereas both the bids received in case of one tender failed to meet the eligibility criteria and both the bids received in respect of another tender were abnormally high, resulting in the rejection of bids for these 02 tenders. Thus, bids were required to be called afresh in respect of these 20 (18+1+1) tenders.
(iii) As per the explanation provided by the management, pursuant to the approval of Honble Supreme Court of India, Project Management Consultants (PMCs) have been appointed for the projects for estimation of work done till date, cost to be incurred further to complete the projects and to provide applicable completion timelines. These PMCs have also conducted actual physical assessment of the projects and submitted their reports. Management was earlier of the view that NRV assessment of inventory and PIP can be made only after the appointed PMCs complete their assessment of respective projects and submit their final reports but the same is still awaited.	(iii) In continuation thereto, 2nd Lot of 31 Tenders was prepared by the PMCs, which was duly reviewed by the EIL. Thus, a total of 51 Tenders (20 re-tenders of Lot-1 and 31 tenders of Lot-2) were approved by the BoD and Justice (Retd.) A. M. Sapre in the month of April 2023 for uploading the same on Unitechs e-Tendering web-portal. Accordingly, these tenders were uploaded on the Unitechs web- portal on 08/09.05.2023.
(iv) Further, the Company has during the year capitalized expenses to the tune of Rs. 11,249.80 Lakhs as construction expenses (including interest expense of Rs. 6,154.51 Lakhs). The same is in contravention of the provisions of Indian Accounting Standard
16 “Property plant and equipment” and Indian Accounting Standard 23 “Borrowing cost” as construction activity for all the projects is stalled since last 4-5 years. This has resulted in understatement of current year loss by above said amount.	(iv) The extended last date for submission of bids in respect of these 51 Tenders was 22.06.2023. On opening of Technical bids on 23.06.2023, it was discovered that no bids had been received in respect of 09 tenders. After completion of the process of evaluation of Technical and Financial bids, the management finalized the bids received qua 34 tenders. This has been approved by the Board of Directors, followed by Justice (Retd.) A.M. Sapre on 18.08.2023.

Sr. No. Auditors Observations	Managements Response
Also further, the Company, in its financial statements has bifurcated PIP under two headings “Project in progress on which revenue is not recognized” and “Amount recoverable from project in progress (on which revenue is recognized)”. We have not been provided with any basis on which this bifurcation is made.	(v) Projects in Progress (PIP) on which revenue is not recognized refers to those projects where no inventory is available for sale and only expenditure is to be made for the completion of residual works in such projects.
In view of the absence of any NRV assessment by the management and absence of any physical verification report, capitalization of expenses and interest cost during the year, and absence of any basis of bifurcation of projects in financial statements, we are unable to express an opinion upon the existence and adjustments,
if any, that may be required to the carrying value of these inventories and PIP and its consequential impact on the Standalone Financial Statements. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.
11. External Confirmation The Company has not initiated the process of external confirmation for outstanding balances of the following areas as on 31st March, 2023 are as follow:	(i) 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

Particulars	Amount	Provision accounted for till 31.03.2023	Carrying amount
Trade Receivable	78,751.93	31,521.87	47,230.06
Trade Payable	82,070.64	386.34	81,684.30
Advances received	10,97,542.77	-	10,97,542.77
from Customers
Advances to Suppliers	7,235.30	-	7,235.30
Security Deposits	52,818.32	934.04	51,884.28
Loans and advances to Subsidiaries	4,38,577.05	1,589.05	4,36,988.00
Loans to Joint Venture and Associates	8,381.00	-	8,381.00
Other Loans and advances	6,717.34	520.00	6,197.34
Advances for purchase of land and project pending commencement	61,287.37	30,000.00	31,287.37
Loans from Subsidiaries, Joint Venture and Associates	80,368.23	-	80,368.23
Security and other deposits payable	42,995.92	-	42,995.92
Staff Imprest	47.09	-	47.09
Inter Corporate Deposits	13,853.66	-	13,853.66
Other Assets	6,349.22	-	6,349.22

Auditors for directly obtaining the evidence from the confirming parties at their level. However,the management would initiate this exercise now keeping the Statutory Auditors in loop for the with respect to outstanding balances as on 31.03.2023.

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.

(ii) As far as the liability of the Company towards the secured, unsecured or operational creditors is concerned, the same has been covered in Chapter-3 of the Resolution Framework (RF) submitted before the Honble Supreme Court. The RF also contains a provision on the Process of Claim Settlement qua such creditors according to which the Company shall be inviting claims from all such stakeholders but it can be done only after a definitiveview on the RF is taken by the Honble Supreme Court.

Sr. No. Auditors Observations	Managements Response
Standalone Financial Statements, the Company has expressed its inability to send confirmation requests in respect of above-mentioned areas due to uncertainty about the amount receivable and payable appearing in the books of accounts, which are outstanding for significantly long periods of time. In view of non-existence of adequate supporting documents, we are unable to express an opinion upon completeness of the balances appearing in books of accounts of the Company.
We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.
Bank confirmations
In respect to confirmation of bank balances, margin money balance and term deposits, the company has not sent confirmation requests to any of the banks. In view of non-existence of supporting evidence related to bank balances, we are unable to comment upon completeness of the balances appearing in books of accounts of the
Company and adjustments, if any, that may be required to the books of accounts and its consequential impact on the Standalone Financial Statements.
With respect to the loans and borrowings taken by the Company amounting to Rs. 2,79,186.01 Lakhs as on 31st March, 2023, no confirmation has been received till date of this report. Interest expense on the said loans is accrued at a provisional rate of interest. Such provisional rate of interest is based on the details available with the
Company regarding interest rates charged by banks/ financial institutions and the same are 4-5 years old.
Further, the Company is also accruing penal interest in few of the loans. In view of these, we are unable to comment upon completeness of the balances appearing in books of accounts of the Company and adjustments,
if any, that may be required to the books of accounts and its consequential impact on the Standalone Financial Statements.
We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March 2022 in respect of this matter.

Auditors Opinion	Managements Response
12. Company is in the process of estimating impact of its contingent liabilities, which is subject to the decision of Honble Supreme Court of India on proposed resolution framework submitted by the Company. In absence of the same, we are unable to express an opinion on the impact of such contingent liabilities on the Company. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i) The new Management has already submitted its Resolution Framework (RF) before the Honble Supreme Court, wherein the Company has sought various 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.
	(ii) Since a view on various reliefs sought in the RF is yet to be taken by the Honble Supreme Court, it may not be feasible at this stage to assess the overall impact of its contingent liabilities.
13. Company has not appointed an internal auditor for the financial year 2020-21, 2021-22 and 2022-23 which is in contravention of the provisions of section 138 of the Companies Act, 2013 which mandates appointment of internal auditor for all listed companies. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.	(i) The erstwhile Management appointed M/s VPSJ & Company, Chartered Accountants, as Internal Auditors of the Company, in compliance of the decision taken in the meeting of the Board of Directors held on 14.09.2019.
	(ii) M/s VPSJ & Company, however, resigned on 14.02.2020 without conducting/ submitting any Internal Audit of the Company.
	(iii) The Company proposes to appoint new Internal Auditors in terms of section 138 of the Companies Act, 2013, read with rule 13 of the Companies (Accounts) Rules, 2014, which is expected to be finalized shortly.
14. The Company has not yet appointed a Chief Financial Officer and the prescribed time period under section 203 of the Companies Act, 2013 has already expired. Further the Company has not filed any application with Ministryunable to meet their financial expectations. Further, of Corporate Affairs for compounding of the said offence. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	The Company has been trying to fill-up the position of Chief Financial Officer (CFO) for which some candidates have also been interviewed but the Company is the Company has also requested the ICAI to suggest suitable candidates for the position of CFO. It is looking for candidates with experience in the real estate industry.
15. 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 31st March, 2023 is Rs. 4,226.26 Lakhs. The Company is carrying said investment at cost and has not made any estimation of its fair value less cost to sell as required under provisions of Indian Accounting Standard 105	(i) Unitech Limited, during the period of erstwhile Management, had signed a binding term sheet with M/s Sterling & Wilson (SW) and had agreed to sell the entire shareholding of M/s Unitech Power
“Non-Current Assets Held for Sale and Discontinued Operations”. The company, post as on 31st March, 2023, has received a binding offer of Rs. 6,700.00 Lakhs from a buyer which is also approved by the directors of the company through circular resolution dated 14.08.2023. In the absence of any fair value assessment by the Company, we are unable to express an opinion on the matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	Transmission Limited (UPTL) for an overall equity value of Rs. 105 Crore, out of which Rs. 68.40 Crore was the firm component whereas Rs. 35 Crore was to be backed by a Bank Guarantee and was to be paid on meeting certain conditions as set out in the purchase agreement. SW was further required to pay Rs. 1.6 Crore as the agent fee directly out of the total equity value of Rs. 105 Crore. However, the said transaction did not mature and the Honble Supreme Court permitted the new Management to explore new buyers.

Auditors Opinion	Managements Response
15.	(ii) Thereafter, the new Management made two more unsuccessful attempts. The Board of Directors of Unitech Limited in its meeting held on 14.02.2023 decided to appoint M/s E&Y as the Transaction Advisor for the sale/ divestment of UPTL on as-is- where-is basis, for which exclusivity period of 09 months was approved.
	(iii) Subsequent thereto, the notice of divestment was uploaded on e-Tendering portal of Unitech Limited on 06.04.2023, inviting Expressions of Interest (EoIs) from interested parties along side individual mailers to 37 potential investors on or before 19.04.2023. A total of 10 parties submitted their EOIs by the Due date, with whom NDAs were signed. Another notice was uploaded on the Unitech website and e-tendering portal on 26.04.2023 inviting non- binding offers up to 01.05.2023. Four non-binding offers were received, which were opened on 02.05.2023, for amounts of Rs. 65 Crore (Jakson Limited), Rs. 25.00 Crore (M/s JSC OGCC), Rs. 20.00 Crore (Shilpa Steel) and Rs. 10.00 Crore (Shree Metals). The highest bidder thereafter submitted his Binding offer on 27.07.2023. The highest bidder subsequently revised his offer to Rs. 67.00 Crore.
	The binding Term Sheet submitted by the highest bidder was considered by the Board of Directors by circulation of an agenda on 11.08.2023. The said binding term sheet has been approved by the Board of Directors of Unitech Limited on 14.08.2023. After the decision of the Board, the transaction advisor has been requested to submit the final version of the binding term sheet.
	(iv) A fair valuation report as per the provisions prescribed under section 56 of Income Tax Act, 1961, read with Rule 11UA of Income Tax Rules, 1962, has been obtained from a registered Merchant Banker. However, the statutory auditor has asked for getting the fair valuation report from an IBBI registered Valuer as required under the provision of Indian Accounting Standard 105 - “Non-current assets held for sale and discontinued operations”. The Management is in the process of getting the needful done in this behalf.

Auditors Opinion	Managements Response
16. The Company has made many adjustments in accordance with Indian Accounting Standards applicable to the	The observations are a statement of fact and need no further comments.
Company as on 31st March, 2020. The Company is in the process of identifying the impact already incorporated in the books of accounts in previous years. In view of the same, we are unable to express an opinion on completeness of the impact of Indian Accounting Standard appearing in the books of account of the Company. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.
17. Revenue from real estate projects	(i) The Audit Observations are a statement of fact and an accounting practice followed since from the period of the erstwhile Management. The Statutory
(i) 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.	Auditors are of the view that the Company should switch over from the POCM based accounting to “Point-in-Time” system of accounting as prescribed in IND-AS-115 to correct this anomaly.
Provisions of paragraph 35 of Indian Accounting Standard 115 “revenue from contracts with customers” specifies that an entity can recognize revenue over time if it satisfies any one of the following criteria:	This is expected to fall in line with the Accounting Standards with the Project Accounting System being put in place after the award of Contracts, constructions completed and units delivered to the Homebuyers.
a) The customer simultaneously receives and consumes the benefits provided by the entitys performance as the entity performs	(ii) There are about 17,700 homebuyers across 74 residential and 12 Commercial projects where construction is lying stalled at various stages of construction. These units are to be completed and handed over to the homebuyers. The entire exercise is being carried out under the overall guidance and supervision of Honble Supreme Court.
b) The entitys performance creates or enhances an asset (for example, work in progress) that the customer controls as the asset is created or enhanced	(iii) As such, the Management will be in a position to assess the impact thereof only in due course of time after the Projects are completed and handed over.
c) The entitys performance does not create an asset with an alternative use to the entity and; the entity has an enforceable right to payment for performance completed to date.
(ii) On perusal of various agreements entered by the Company with homebuyers, it seems that the Company does not satisfy any of the conditions specified in paragraph 35 of Indian Accounting Standard 115 “revenue from contracts with customers”.
(iii) Based on the explanation provided by the management, they are in agreement with our understanding and are in the process of evaluation of its impact on the present and earlier presented periods.
(iv) In view of the above, we are unable to express an opinion on all the matter mentioned above.
(v) We had given a disclaimer of opinion on the standalone financial statements for the year ended 31st March, 2022 in respect of this matter.

Nature of dues	Principal amount outstanding (Rs. in Lakhs)	Outstanding Since
Income tax	102,46.88	Pertaining from FY
deducted at source		2014-15 onwards
Professional Tax	0.59	Pertaining from FY 2018
		– 2019 onwards
Provident Fund	24,42.87	Pertaining from FY 2015
		2016 onwards

Auditors Opinion	Managements Response
18 Statutory dues / recoverable The Company has long outstanding statutory liabilities as st on 31 March, 2023, details of which are as follows:-	(i) The new Management has already submitted its Resolution Framework (RF) before the Honble Supreme Court on 16.07.2020, followed by updated versions dated 02.05.2021 and 08.08.2022, wherein the Company has sought various 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.
Regarding tax deducted at source, the Company has decided not to deposit outstanding amount of tax deducted at source till 20th January, 2020 i.e. period before the date when court appointed management took over. Accordingly, the same are still outstanding in the books of accounts of the Company.	(ii) Since a definitive view on various reliefs sought in the RF is yet to be taken by the Honble Supreme Court, it may not be feasible at this stage to assess the overall impact of its outstanding statutory liabilities.
During financial year ending 31 st March, 2023, the Company is not deducting tax at source at the time of booking of expenses / accounting entry but is deducting the same at the time of payment. 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.	(iii) The new Management is committed to make the Company compliant in terms of various provisions contained in the Companies Act 2013 and other related Act, Rules, Regulations etc.
The Company is filing its GST returns in the states wherein it has obtained registration. However, there is no reconciliation available with the Company for the sales / input tax credit “ITC” appearing as per books of accounts and details filled in the GST returns. We further like to draw attention to Note no. 16 of the	(iv) As far as GST is concerned, after a great deal of efforts put in by the management, 31 GST Registrations of Unitechs various pan-India entities, out of a total of 34, have finally been got activated and the pending Returns (GSTR-1 and GSTR-3B) have also been filed at different locations, while fresh Registrations are being pursued in case of remaining 03 entities.
Standalone Financial Statements, which includes balance of Rs. 12,677.74 Lakhs pertaining to balance of input tax credit “ITC” receivables by the Company under Goods and
Services Tax Act, 2017. The Company does not have any ITC register and has also not provided any reconciliation between “ITC balance appearing in books” and “balance appearing in GST departments portal”. In absence of any such detail and reconciliation, we are unable to comment on accuracy or completeness of the same.
Further, the company has long outstanding dues payable to employees amounting to Rs. 5,990.90 Lakhs as on 31st March, 2023. The company is in the process of evaluating the period from which dues to employees are outstanding and also in settlement of full and final amount payable to past employees of the company.

Auditors Opinion	Managements Response
In view of the all of the above, we are unable to express an opinion on the matter. We had given a disclaimer of opinion on the standalone financial statements for year ended 31 st March, 2022 in respect of this matter.	(i) This issue has duly been explained in Chapter 8 of the Resolution Framework (RF) submitted to the Honble Supreme Court and the Company shall take action as per the directions of the Honble Court in this behalf. The New Management neither processes any such case nor it is authorized to do so till the Honble Supreme Court takes a decision in this matter.
19. The Company has failed to repay deposits accepted by it including interest thereon in respect of the following deposits:	(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 Honble 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.

Particulars	Unpaid matured deposits (Principal amount) as at 31st March 2022	Principal paid during the year	Unpaid matured deposits (principal amount) as at 31st March 2023
Deposits that have matured on or before March 31, 2017	55,148.59
	1,405.03	53,743.56

The total unpaid interest as on 31st March, 2023 (including interest not provided in the books) amount to Rs. 59,677.16 Lakhs.
Further, the Company has not provided for interest payable on public deposits which works out to Rs. 6,678.84 Lakhs for the year ended 31st March 2023 (Cumulative upto 31st March 2023 Rs. 41,795.45 Lakhs).	(iii) Further refund of another amount of Rs. 13.19 Crore has been approved by the Honble Supreme Court vide its Orders dated 01.02.2023 for refund of principal amount of FDs to depositors facing
Besides, the impact of non-provision of interest payable on public deposits of Rs. 6,678.84 Lakhs for the year ended 31st March 2023 on the profit and loss, we are unable to evaluate the ultimate likelihood of penalties/ strictures or further liabilities, if any on the Company.	Medical Exigencies. As on 22.08.2023, the Company has already released an amount of Rs. 12.90 Crore to 501 out of 548 FD holders. The remaining cases are pending for want of receipt of requisite papers from the concerned Depositors.
Accordingly, impact, if any, of the indeterminate liabilities on these Standalone Financial Statements is currently not ascertainable, and hence we are unable to express an opinion on this matter.
Further, the Company has also accepted security deposits from various entities amounting to Rs. 22,129.99 Lakhs as on 31st March, 2023. We have not been provided with any relevant agreement / document against which such security deposits have been received. Due to absence of any related details / document, we are not in a position to comment on possible impact of the same on the Company.
We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.

Sr. No.
Auditors Opinion 20. There have been delays in the payment of dues of non- convertible debentures, term loans & working capital loans (including principal, interest and/ or other charges as the case may be) to the lenders of the company and the total of such outstanding amount to Rs. 7,95,501.55 Lakhs as on 31st March, 2023. The lenders have initiated the action against the company under various act(s	Managements Response (i) The total financial liability of Unitech Group to the tune of Rs. 5,552.60 Crore as on 31.12.2019 has been captured in Annexure-C of the Resolution Framework (RF) submitted before the Honble Supreme Court. The financial liability of Unitech Limited has now risen to Rs. 5,987.47 Crore as on 31.03.2022 as per Standalone Financial Statement for the period.
). On account of the same, we are unable to determine the impact of the likely outcome of the said proceedings and hence we are unable to express an opinion on this matter. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	(ii) 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 Honble Supreme Court, all these cases have been ordered to be adjourned sine die.
	(iii) Various lenders have also filed IAs in the Honble Supreme Court, which are pending consideration by the Honble Supreme Court.
	(iv) Since the matter has already been covered in the Resolution Framework and the final payment of principal amount and/or interest thereon shall be made only in accordance with the decision of the Honble Supreme Court in this behalf.
21. Standalone Financial Statements of the Company as on	(i) The Company has filed an IA No. 47995/2021 dated
31st March, 2023 which contains the details of Intervention	27.03.2021 before the Honble Supreme Court for
Application “IA” before Honble Supreme Court of	recovery of the amount. Hence, the matter is sub-
India wherein, the Company has stated that erstwhile	judice.
management has invested in the state of Hyderabad	(ii) Notwithstanding the IA pending before the
through a collaboration agreement with M/s Dandamundi	Honble Supreme Court, the management has held
Estate and Mr. D.A. Kumar and deposited an amount of	meetings at the level of Directors and Justice A.M.
Rs. 48,131.00 Lakhs (out of which an amount of Rs. 600.00	Sapre with Mr. D.A. Kumar and visited the land
Lakhs got adjusted on account of some dues of M/s	sites twice on 24.06.2022 and 02.01.2023.
Dandamundi Estate). Now the new management, is trying
to recover the amounts deposited with M/s Dandamundi	(iii) It was agreed in the last meeting held at the level of
Estate and Mr. D.A. Kumar along with interest @ 18% pa	Justice Sapre and the Chief Secretary, Telangana
and has not created any provision against said deposit	that the District Administration would complete the
in the books of accounts on account of matter being	site survey and identify the areas, which have been
subjudice. In view of the same, we are unable to express	encroached. It was also inter-alia directed by the
an opinion on this matter.	Chief Secretary that no further sale deeds may be
	allowed to be executed on the land parcels owned
We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	by Unitech Limited and its collaborator.
	(iv) On follow-up with the District Collector of Medchal
	Malkajgiri, Hyderabad, it has been learnt that a
	Surveyor has been appointed to complete the
	process of site demarcation, which is expected to
	be completed in about next two months time.
	(v) This is an action under progress.

Auditors Opinion	Managements Response
22. The Company is unable to correctly map the monies received from the customers towards maintenance charges with appropriate customer codes. Due to this, Rs. 483.74 Lakhs have been accounted for under advance from customer during the financial year ending 31 st March, 2023. Cumulative total of such receipts, which are not identifiable, is Rs. 2,897.90 Lakhs.	(i) The requisite MSAs of all the concerned projects have already been shared with the statutory auditors.
Due to non-availability of data and supporting documents, we are unable to express an opinion on the same.	(ii) As far as the mapping of monies received from the residents (with customer codes) towards maintenance charges are concerned, it is clarified that a mixed bag of arrangements, which has been continuing since long. This observation relates to a total of ten projects comprising 06 Residential and 04 JV Commercial projects. This comprises of
We had mentioned this matter under “other matter” on the standalone financial statements for the year ended st 31 March, 2022.	(i) where the RWAs are collecting the money and spending from out of a joint account, (ii) where the RWA are collecting and spending on their own, and (iii) Where Unitech and its JV are collecting the Maintenance Charges and spending the same. The main problem is that the RWAs have not maintained the customer-wise accounts with their customer codes. This has been taken up with the concerned RWAs for reconciliation thereof. The RWAs/ AoAs of 04 projects of Greater Noida and 06 projects of Gurugram, have started the exercise which, may take about 3 to 6 months time for final reconciliation.
	(iii) The complete verification and mapping of the amounts is expected to be completed by 31.12.2023.
23. Filing of E-forms with Registrar of Companies	(i) E-Form DPT-3: The Company has now received Statutory Auditors certificate DPT-3 from M/s R. Nagpal & Associates for the Financial Year 2019-20.
The Company has failed to submit following e-forms with Registrar of Companies during the year:	(ii) The requisite e-Form DPT-3 for FY 2019-20 has already been filed. For the subsequent Financial Years 2020-21 and 2021-22, the Company is in discussions with the Statutory Auditors for the requisite certificates, which are likely to be filed by 30.09.2023.
a) Form DPT-3 Return of Deposit	(iii) Form CRA-4 Cost Audit Report:
b) Form CRA-4 Cost Audit Report for F.Y. 2020-21 file with the Central Government.	(a) The erstwhile Management of Unitech Limited had appointed M/s M.K. Kulshreshta & Associates as the Cost Auditor of the Company in its BoD meeting held on 13.02.2015. Mr. Kulshreshta continued as the Cost Auditor of the Company till FY 2019-20.
	(b) Mr. Kulshreshta did not submit any Cost Audit Report since his fee was not paid by the erstwhile Management.

Auditors Opinion	Managements Response
	(c) Further, the Company has appointed M/s Pant S. Associates as the Cost Auditors for the period 2017-18 to 2021-22. M/s Pant S. Associates has been appointed as the Cost Auditor for a further period of two years from FY 2022-23 to FY 2023-24, as per the decision of the BoD taken in its meeting held on 13.07.2023.
	(d) It is informed that the Cost Audit Reports for the Financial Years from 2017-18 to 2021-22 have been submitted by the Cost Auditor, which are being placed in the meeting of the Board of Directors scheduled to be held on 29.08.2023 for approval and adoption.

24. Schedule III of Companies Act, 2013	(i) After the new Management took over pursuant to the order dated 20.01.2020 passed by the Honble
The Company is not able to provide/ substantiate details of following disclosures required under the provisions of Schedule III of Companies Act, 2013:-	Supreme Court, the Company has been making efforts to collect the title papers of pan-India land parcels held by Unitech Group and keep them in the safe custody in the Central Record Room at Gurugram
a) Complete details of title deeds of immovable properties not held in the name of the Company.	(ii) There have been challenges in the reconciliation of land parcels between the Land Division and the Accounts Division. Since a large number of landholdings have been charged or mortgaged, the process of reconciliation has been taken in hand, which is at an advance stage of completion and is expected to be completed by 30.06.2023. The statement of reconciliation would be shared thereafter with the Statutory Auditors for appropriate appraisal and review.
b) Details of benami property held and if any proceeding has been initiated or pending against the Company, if any	(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.
c) Details of quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.	(iv) The management has no details of benami property, which is a subject matter of investigations by the Investigation Agencies.
d) Complete details of Company declared wilful defaulter by the bank or financial institution or other lender.	(v) Since all the Loan Accounts, except PNB Loan Account pertaining to Ciena, are NPAs and, therefore, quarterly returns and statements of current assets are not being filed by the Company with the Banks and Financial Institutions.
e) Utilization of borrowed funds.
f) Relationship and transactions with struck off companies.
g) Ageing for trade receivables.
h) Ageing for trade payables.
i) Details related to creation/ satisfaction of charges.
j) Details related to surrender or disclosure of income in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other) relevant provisions of the Income-tax Act, 1961.

Auditors Opinion	Managements Response
	(vi) As to whether the Company has been declared a Wilful Defaulter by the Banks or Financial Institutions or other Lenders or not, the Company shall share the information in this regard with the Statutory Auditors in due course of time. It is, however, pointed out that the Company has recently received a communication from Bank of Maharashtra, whose reference has been made in Note No. 79 of the Standalone Financial Statement for the FY 2022-23.
	(vii) No funds have been borrowed by the Company from any Bank or Financial Institution after the appointment of the new Board of Directors. 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 that this aspect is also being looked into by the Central Investigating Agencies.
	(viii) As far as other Observations mentioned in Sr. No. 25 are concerned, the Company has already started the process to collect the relevant information from various sources which are available to the new Management. As soon as the information is collected, the same shall be shared with the Statutory Auditors.

25. Standalone Financial Statements, with respect to opening balances appearing in the books of accounts of the Company as on 1st April, 2020, there is no information/ supporting documents available with the Company related to following accounts: -	(i) The opening balances pertaining to the items mentioned under Sr. No. 25 are outstanding for a long time and pertain to the period of the erstwhile Management which has since been superseded by the Honble Supreme Court vide its order dated 20.01.2020.
a) Other comprehensive income / (loss) amounting Rs. (52,331.93) Lakhs	(ii) The Company has been facing serious constraints because of the resignations of several key personnel who left the Company either prior to the appointment of the new Management or immediately after the new Management took over. Further, even the availability of records has been a serious challenge for the new Management.
b) Provision for bad and doubtful debts/ trade receivables amounting Rs. 32,373.95 Lakhs	(iii) However, all out efforts are being made to collect and compile the requisite information as sought and would be shared with the Statutory Auditors in due course of time.
c) Allowances for bad and doubtful loans and advances to related parties amounting to Rs. 1,589.05 Lakhs
d) Other loans and advances amounting to Rs. 520.00 Lakhs
e) Trade receivables and advances received from customers amounting Rs. 1193,075.62 Lakhs
f) Loans/ advances given to subsidiaries, joint ventures
and associates amounting to Rs. 468,932.90 Lakhs
g) Loans taken from subsidiaries, joint ventures and associates amounting to Rs. 74,192.20 Lakhs
h) Expenses payable amounting to Rs. 51,612.66 Lakhs
i) Current Tax Assets amounting to Rs. 3,004.64 Lakhs

Auditors Opinion	Managements Response
j) Deferred Liability amounting to Rs. 2,36,049.12 Lakhs
k) Advance given for purchase of land amounting to Rs. 61,287.37 Lakhs and its Ind AS Adjustments amounting to Rs. 4,365.00 Lakhs.
l) Provision for doubtful advance given for purchase of land amounting Rs. 30,000.00 Lakhs
m) Investment in Subsidiary - Corporate Guarantee amounting to Rs. 8.70 Lakhs.
n) Investment in CIG Funds (Ind AS Adjustments) amounting to Rs. 960.83 Lakhs.
o) Security Deposits receivables (Ind AS Adjustments) amounting to Rs. 2,867.51 Lakhs.
p) Prepaid Expenses (Ind AS Adjustments) amounting to Rs. 17.84 Lakhs.
q) Loans to Subsidiaries (Ind AS Adjustments) amounting to Rs. 50,730.57 Lakhs.
r) Term loans from bank and Financial Institution (Ind AS Adjustments) amounting to Rs. 63.93 Lakhs.
s) Other Payables (Ind AS Adjustments) amounting to Rs. 7.19 Lakhs
Considering the significance of amounts involved in above mentioned areas, we are not in a position to express an opinion on the Standalone Financial Statements as on 31st March, 2023.
We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.
26. The Company has not provided the complete details of pending litigations against the Company, outstanding bank and corporate guarantees and commitments to be performed by the Company. In view of above, we are unable to express an opinion on the same. We had given a disclaimer of opinion on the standalone financial statements for the year ended 31 st March, 2022 in respect of this matter.	(i) The relevant information pertains to the period of the erstwhile Management which has since been superseded by the Honble Supreme Court vide its order dated 20.01.2020. The Company has been facing serious constraints because of the resignations of several key personnel who left the Company either prior to the appointment of the new Management or immediately after the new Management took over. Further, even the availability of relevant records has been a serious challenge for the new Management.
	(ii) The Central Investigating Agencies, like Enforcement Directorate, SFIO, and CBI, among others, are already investigating on various issues. Since the Company is not aware about the stage of the completion of these investigations, it is neither possible nor feasible for the new Management to quantify the liabilities of the Company at this stage.

Auditors Opinion	Managements Response
	As far as the court cases are concerned, it is
	pointed out that there were in all 4,001 court cases
	pending pan-India against the Company, out of which 1,558 cases have so far been disposed of. Hence, there are at present 2,443 active cases, out of which except those which have been filedby the Company, all other cases have been laid to rest by virtue of the moratorium granted by the Honble
	Supreme Court vide its order dated 20.01.2020. A broad break-up of important cases is tabulated herein below:
	Particulars Active Disposed of Total
	Income Tax Cases 20 2 22
	Provident Fund Cases 10 - 10
	Homebuyers 1,418 337 1,755
	Total 1,448 339 1,787
	As far as the bank guarantees, corporate guarantees and other commitments are concerned, the relevant data has been shared with the Statutory
	Auditors while the original documents would be shared with them in due course of time.
27. The Company has not performed the process of (i) identification of creditors to be classified as Micro and the MSMEs are entitled to a speedier remedy	The observation is admitted as correct. However, It is believed that the MSME creditors, if any, should Development Act, 2006”. primarily be from among the Vendors/ Contractors
Small Enterprises (MSE) during the year and due to under the MSME Act, 2006. The management has absence of details of MSE, the Company cannot determine not received any notice from any such authority in the amount outstanding to MSE creditors and interest due any state where the MSMEs can seek relief. thereon under “The Micro, Small and Medium Enterprises	The information about their registration under the MSME Act is to be supplied by the concerned parties only in order to claim the benefits as prescribed therein. It is best left to the claimant to exercise any such privilege if he/she is entitled to the same.
In view of above, we are unable to express an opinion on of the Company or any of its subsidiaries. It may the same. open a Pandoras box if the management starts We had given a disclaimer of opinion on the standalone writing to all its creditors to ascertain if they are financial statements for the year ended 31 st March, 2022 in MSMEs or not. respect of this matter.	In absence of requisite information on this account, the Company is not in a position to quantify the amounts including interest, which may have become due to such MSME Suppliers. As such, it is proposed that as and when any such claim is received, the same would be processed on priority and shared with the Auditors in due course.

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 27.04.2023, has appointed CS Kiran Amarpuri, Company Secretary in Practice (CP No. 7348), to conduct the Secretarial

. AuditoftheCompanyforthefinancial year 2022-23

The Secretarial Audit Report for the financial year 2022-23 (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	The matter related to Fixed deposits is being supervised and managed under the directions of the Honble Supreme Court. The Company has not accepted or re-paid any FD at its own level.
Companies Act, 2013. The matter of fixed depositors is pending before the Honble Supreme Court and deposits are being repaid in accordance with the directions of the Honble Supreme Court.
2. The Company has been generally filing the forms and returns with the Registrar within the prescribed time.	The filing of e-form DPT 3 for FY 2022-23 can be done only after the approval of Financial Statements, which are being placed in the meetings of Audit and Risk Management Committee and the Board of Directors scheduled to be held on 29.08.2023.
However, there are few instances where there have been delays in filing. The Company has failed to submit return of deposits in Form DPT-3.	The delay in holding the AGM for FY 2021-22 was beyond the control of the new Management. However, it is pertinent to mention that the AGM for FY 2021-22 has already been held on 31.03.2023. It is further mentioned that the AGM for FY 2022- 23 is proposed to be held on 29.09.2023. All due care shall be observed for holding the AGMs in time, as observed by the Secretarial Auditor.
3. The Company failed to hold its Annual General Meeting for the financial year ended 31 st March, 2022 within the prescribed time without seeking approval of the Registrar of Companies. However, as on date of this report, the meeting has been held on 31.03.2023.	The Company has already initiated the process of appointment of Internal Auditor to comply with the provisions of section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014. Accordingly, a few firms have been shortlisted by the Management for appointment as Internal Auditor and efforts are being made to finalise and make the said appointment at the earliest.
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.	The Company has been looking for suitable candidate for the position of Chief Financial Officer (CFO) and plans to make the said appointment at the earliest to comply with the provisions of section 203 of the Companies Act, 2013.
5. The Company failed to appoint Chief Financial Officer in terms of Section 203 of the Companies Act, 2013.	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.
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.	(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.
7. There was delay in approval of annual financial results and there are also instances of late submission of financial results for the quarter and year ended 31 st March 2022. Further, there are instances of non-compliances for preparation, approval, submission and publication of financial results for the period ended 30 th June, 2022, 30th September 2022, 31st December 2022 and 31st March 2023. Consequently, Disclosure of related party transactions could not have been made. As on date of this report, financial results for the quarter ended 30 th June 2022 have been approved by the Board of Directors and submitted to 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.	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
	“Peer Review Board” of Institute of Chartered Accountants of India (ICAI). Thereafter, the Company took some time in identifying a suitable firmof 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 2022 have already been approved by the Board of Directors in its meeting held on 13.07.2023 and submitted to Stock Exchanges.
	(iv) The financial results for the quarter and six months ended 30.09.2022, quarter and nine months ended 31.12.2022 and quarter and year ended 31.03.2023 are proposed to be placed for consideration and approval in the meetings of the Audit and Risk Management Committee and BoD proposed to be held on 29.08.2023. As far as the holding of AGM is concerned, the AGM for the FY 2022-23 is scheduled to be held on 29.09.2023.
	(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 on 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 Honble Supreme Court dated 20.01.2020	Moratorium on all proceedings against the Company is continued in terms of order of Honble Supreme Court dated 20.01.2020.
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	Chapter 8 of the Resolution Framework deals with the subject of Fixed Deposits, which is awaiting final adjudication from the
of depositors have put in claims which are pending before various judicial fora 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.	Honble Supreme Court. Any payments of the principal amount of the FDs is being made by the Company as per the directions from the Honble 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 arms length basis.

As detailed in Note No. 46 of Standalone Financials

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 Companys website www.unitechgroup. com. Your Directors draw your attention to Note No. 46 to the Standalone Financial Statement, which sets out the related party disclosures.

The State of the Companys Affairs

1. The Directors of your company had engaged M/s Anarock Consultants Private Limited to carry out the market valuation of unsold inventories of Unitech Group on a representative basis in its various residential projects as on 31.03.2021, with a stipulation that it would revalidate the market value of unsold inventories as of 01.10.2023 also. In compliance of the same, M/s Anarock has revalidated the market value of the unsold inventories as of 01.10.2023 and submitted its final report to the Management.

2. During the year under review, the Management issued a public notice dated 31.08.2022 regarding meetings with the homebuyers of Unitechs Noida Projects. The said meetings were convened to share the thought process of the new Management about the future roadmap planned for Noida Projects and to seek the consent of homebuyers on the Proposed Revised Layout Plans, subject to approval of the Competent Authority, to improvise the planning of Projects with suitable modifications in compliance of (i) Uttar

Pradesh Apartment (Promotion of Construction,

Ownership and Maintenance) Act, 2010, and (ii) UP Real Estate Regulation Act, 2016. Meeting for the Unitech Golf and Country Club, Sector 96-97-98, Noida, was held on 04.09.2022, followed by Unihomes-3 in Sector-113 Noida and Unihomes in Sector-117, Noida, on 06.09.2022 and 08.09.2022, respectively. It may be noted that the number of consents received from the homebuyers fulfilled the requisite 2/3rd requirement as per law. Pursuant thereto, the Revised Layout Plans and Building Plans have been submitted to Noida Authority along with the Consent Forms. Approval of the Noida Authority is still awaited.

3. During the year under review, the Management of your Company has submitted 25 applications for renewal of licenses to the Department of Town and Country Planning, Haryana on 08.07.2022 and deposited the current renewal fees also with respect to the same. The Town & Country Planning Department has already granted renewal of 24 out of 25 Licenses vide its orders dated 07.09.2022. Further, applications have also been submitted for Grant of Occupation Certificates (OCs) in respect of six projects of Unitech in Gurugram, out of which four have duly been granted by the competent authority. Further, applications for release of revised Building Plans were submitted for three projects, which have been sanctioned. Out of the Zoning Plans submitted for three projects, the same have been approved for two projects.

4. During the year under review, on the directions of the Hon‘ble Supreme Court vide its order dated 17.08.2022, the Revised Payment Plan along with details regarding the tentative timelines for completion of the residential projects was uploaded on the website of the Company on 19.08.2022. The Homebuyers were requested to give their comments/ suggestions on the Revised Payment Plan to a dedicated e-mail id. Accordingly, 503 e-mails were received on the subject. The suggestions/ observations of 503 homebuyers were compiled along with the managements response thereto and filed before the Honble Supreme Court. As on the date of this report, the said issue is yet to be adjudicated by the

Honble Supreme Court.

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 divestment 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 lakhs and with an exclusivity period of 09 months. The matter of divestment 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 Unitechs Website and on the e-Tendering portal on 26.04.2023 inviting non-binding 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 has already approved the proposal by Circulation.

6. The Honble 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 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 130 tenders in one go, the Management decided to float these 130 odd tenders in four to five Lots with each Lot comprising about 30-35 tenders. Accordingly, after the approval of the Board of Directors (BoD) and Justice (Retd.) A. M. Sapre in the month of November/ December 2022, a total of 35 Tenders (as Lot-1) were floated on 02.01.2023 on Unitechs e-tendering web portal etenders.unitechgroup.com. After the last date of submission of tenders, it was discovered that no bids were received against 18 tenders (out of 35) whereas both the bids received in case of one tender failed to meet the eligibility criteria and both the bids received in respect of another tender were abnormally high, resulting in the rejection of bids for these 02 tenders. Thus, bids were required to be called afresh in respect of these 20 tenders (18+1+1). Balance 15 tenders, which were found to be technically eligible and financially acceptable, were recommended for Award of Contracts by the PMCs and EIL, which in turn was duly approved by the BoD in April, 2023 and submitted to Justice (Retd.) A.M. Sapre for his approval and onward recommendation to the Honble Supreme Court seeking its permission for Award of Contracts to the successful bidders qua these 15 tenders. Justice (Retd.) A. M. Sapre scrutinized the same and submitted his recommendations to the Honble Supreme Court.

Approval of the Honble Supreme Court for Award of Contracts in respect of these 15 Tenders is awaited. The Letters of Intent (LoIs) would be issued to the Contractors after approval of the Honble Supreme Court is received and works would commence at the respective projects thereafter.

7. In continuation of the Tendering process, 2nd Lot of 31 Tenders were prepared by the PMCs and duly reviewed by the EIL. Thus, a total of 51 Tenders (20 re-tenders of Lot-1 and 31 tenders of Lot-2), duly approved by BoD and Justice (Retd.) A. M. Sapre, were uploaded on Unitechs e-tendering web portal on 08.05.2023 and 09.05.2023. Accordingly, these tenders were uploaded/ floated on the portal. A total of 103 bids were received against 42 Tenders as no bids were received against 09 Tenders. Finally, after technical and financial evaluation and negotiations held with 15 bidders, bids received against a total of 34 Tenders have been finalised, approved by the Board and Justice Sapre. As on date, 15 Tenders of Lot-1 and 34 Tenders of Lot-2, have been recommended by Justice (Retd.) A.M. Sapre for the approval of the Honble Supreme Court.

8. During the year under review, M/s MSTC were engaged as the Auctioneers for handling the auction of various unencumbered land assets of Unitech Group. M/s MSTC has an experience of about 50 years in conducting/ handling auctions of various items including properties belonging to various Government Organizations and has developed a robust e-auction platform for the purpose. Further, the e-auction processes had been approved to be incorporated in the Land Sale Policy and SOP which has been duly approved by the Honble Supreme Court vide its order dated 17.08.2022. As on the date of this report, M/s MSTC has been supplied with information in order to develop the auction catalogue and it is proposed that the unencumbered properties will be hosted for e-Auction shortly.

9. Document Management System/ Content Management System has been installed and configured in the Company. Data Storage Structure for Documents related to Projects has been created. Project Documents in electronic format are being moved to the DMS.

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 31st March, 2023.

Conservation of Energy, Technology Absorption

Since the Company does not own any manufacturing facility, except 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 carried out after the change of Management. During the year under review the Company has not sold any overseas property. 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 Companys 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 report 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	NIL
financial year 2022-23.
Amount of Deposits remained unpaid or	Rs. 537.44 crore (Principal Amount)
unclaimed during the year, i.e. as on 31.03.2023
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 Honble CLB [Now NCLT] for seeking, inter-alia, re-scheduling of repayment of Fixed Deposits. The Honble National Company Law Tribunal, New Delhi (NCLT) dismissed the said application. The appeal against the said order was also dismissed by the Honble NCLAT vide its order dated 31st January, 2017.
At the beginning of the year Maximum during the year	(ii) Some Depositors filed intervention applications (IAs) before the Honble Supreme Court in the matter of homebuyers of the Company.
At the end of the year	Considering their applications, the Honble Supreme Court directed the Amicus Curiae to create a web-portal where the Depositors could provide their requisite information. Accordingly, in compliance of the ibid
Details of Deposits which are not in Compliance with Chapter V of the Companies Act, 2013	direction, the Ld. Amicus Curiae created a web-portal for the urpose.
	(iii)Honble Supreme Court vide its order dated 12th 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 Honble 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 till 22.11.2022 as per the report of the Registry of the Honble Supreme Court.
	(iv)Further, the Honble 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 01.02.2023 on grounds of medical exigencies. The said amount has been received in the Companys Account. As on 10.07.2023, a total of Rs. 12.90 Crore has been refunded to 501 FD Holders. The outstanding principal amount payable to the FD holders amounts to Rs. 535.87 Crore as on 10.07.2023.
	(v)Accordingly, the matter pertaining to public deposits is presently before the Honble 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 Honble Apex Court.

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 Honble Supreme Court, there were no significant and material orders tribunals that may impact the ‘going-concern-status and Companys 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 Company has in its Board Meeting held on 13.07.2023 appointed M/s Pant S. & Associates (FRN: 101402) as Cost Auditors of the Company for conducting audit of cost records from FY 2022-23 to 2023-24. The remuneration to be paid to the Cost Auditor for FY 2022-23 & 2023-24 will be ratified in the ensuing Annual General Meeting of the Company.

Further, the observations of the Cost Auditor as given in his Cost Audit Reports for the Financial Years from 2017-18 to 2021-22 are given herein below along with the response of the Management on the same

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

unitech ltd Directors report

ATTENTION INVESTORS

Risk Disclosure on Derivatives

We are ISO 27001:2013 Certified.

MARKET

IDEAS

MUTUAL FUNDS

TRADING DOCUMENTATION

CALCULATOR

GLOSSARY (A-Z)

ATTENTION INVESTORS

Risk Disclosure on Derivatives

We are ISO 27001:2013 Certified.