Your Directors hereby present the 54th Annual Report
and Audited Financial Statements of the Company for the
Financial Year ended 31st March, 2025.
Financial Results
The Financial Performance of the Company for the Financial
Year ended 31st March, 2025 is summarized herein below:
|
(Amount in Rs. Crore)
|
|
Particulars
|
2024-25
|
2023-24
|
|
Revenue from
Operations
including Other
Income
|
136.20
|
136.20
|
192.57
|
192.57
|
|
Less: Expenses
|
|
|
|
|
|
Construction
& Real Estate
Project
Expenditure
including Cost of
Land Sold
|
506.08
|
|
726.61
|
|
|
Changes in
Inventories of
Finished Goods,
work-in-progress
and Stock-in¬
Trade
|
|
|
|
|
|
Employee
Benefits Expense
|
17.90
|
|
17.30
|
|
|
Finance Costs
|
1,430.69
|
|
1,996.67
|
|
|
Depreciation and
Amortization
Expense
|
2.79
|
|
2.54
|
|
|
Other Expenses
|
28.92
|
|
12.14
|
|
|
Total Expenses
|
|
1,986.38
|
|
2,755.26
|
|
Profit/ (Loss)
before Tax and
Exceptional Items
|
(1,850.18)
|
|
(2,562.68)
|
|
|
Less:
Exceptional Items
|
-
|
|
-
|
|
|
Profit/ (Loss)
before Tax
|
|
(1,850.18)
|
|
(2,562.68)
|
|
Profit/ (Loss)
from continuing
operations after
Tax
|
|
(1,850.18)
|
|
(2,562.68)
|
Material changes affecting the Company
There were no material changes or commitments affecting
the financial position of the Company having occurred
between the end of the financial year to which the Financial
Statements relate and the date of report, other than the ones
already provided or stated in the Financial Statements.
Financial Highlights
The total income of the Company for the year under
review was Rs.136.20 Crore. The losses before tax stood at
Rs.1,850.18 Crore and losses after tax also stood at
Rs.1,850.18 Crore. On consolidated basis, the total income
of the Company stood at Rs. 396.80 Crore. The consolidated
losses before tax stood at Rs. 3,029.35 Crore and losses after
tax stood at Rs. 3,178.17 Crore.
Segmental Revenues (Consolidated)
On consolidated basis, the Real Estate and related Division
contributed Rs. 189.42 Crore in the coffers of the Company,
whereas the contribution from the Property Management
business was Rs. 159.80 Crore and Nil from the Power
Transmission business. Further the Hospitality segment
contributed Rs. 34.29 Crore whereas Rs. 13.30 Crore was
Contributed by way of investment and other activity toward
the gross revenue.
Business and Operations
During the year under review, there was no change in the
business of your Company.
Operating Environment
The operating environment this year continued to remain
challenging. Geopolitical conflict in Europe coupled with
the global supply chain disruptions led to an unprecedented
inflation in food, energy, and commodity prices. The
widespread inflation posed major challenges, specifically
with prices of several commodities inflating to their decadal
highs. There has been, however, normalization in economic
activities after a couple of years of Covid induced disruptions.
Management Discussion and Analysis Report
The Management Discussion and Analysis (MDA) report
for the year under review, as stipulated in regulation 34 and
schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
'Listing Regulations'), has been enclosed separately, which
may be read as an integral part of the Board Report.
Report on Corporate Governance
The Report on Corporate Governance, along with
compliance certificate from CS Kiran Amarpuri, Practicing
Company Secretary (CP No. 7348), confirming compliance
of the conditions of Corporate Governance as stipulated in
schedule V of the Listing Regulations, has been enclosed
separately, which may be read as an integral part of the
Board Report.
Consolidated Financial Statement
The Audited Consolidated Financial Statements of the
Company, its subsidiaries, associates and joint ventures
provided in the Annual Report have been prepared in
accordance with the provisions of the Companies Act, 2013,
read with Ind. AS 110- "Consolidated Financial Statements"
and Ind. AS 28- "Investments in Associates and Joint
Ventures" and Ind. AS 31 -"Interests in Joint Ventures".
Subsidiaries, Joint Ventures & Associates
Pursuant to provisions of section 129 (3) of the Companies
Act, 2013, a statement containing salient features of
Financial Statements of subsidiaries, joint ventures
and associates (Form AOC-1) of M/s Unitech Limited is
attached to the Financial Statements. The said Statement
portrays the performance and financial position of each
of Company's subsidiaries, joint ventures and associates.
The policy for determining material subsidiaries, as
approved, may be accessed at the Company's website
http://www.unitechgroup.com/investor-relations/policy-
determining-material-subsidiaries.asp.
The names of Companies which have become or ceased to
be the subsidiaries, joint ventures or associate companies
during the year.
M/s Unitech Power Transmission Limited (UPTL) has ceased
to be a subsidiary of M/s Unitech Limited with effect from
13.03.2025, when the transfer of the entire equity sharehold¬
ing of UPTL took place in favour of M/s Auro Infra Private
Limited (AIPL), subsequent to the execution of the Share
Purchase Agreement (SPA) on 11.03.2025 between M/s Uni¬
tech Limited, 06 subsidiary companies of M/s Unitech Lim¬
ited (holding 10 equity shares each, jointly with Unitech Lim¬
ited), M/s Auro Infra Private Limited and the UPTL.
Apart from the above, no other changes have taken place in
the subsidiaries, joint ventures or associate companies dur¬
ing 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,
2025 is available on the website of the Company and can
be accessed at https://www.unitechgroup.com/investor-
relations/regulation-46-annual-return.asp.
Details of Directors
Members are aware that faced with numerous litigations
by a large number of homebuyers and other stakeholders,
the Hon'ble Supreme Court directed the Union of India, vide
its order dated 18.12.2019, to propose the appointment of
an independent Board of Directors for M/s Unitech Limited.
In compliance thereto, the Central Government proposed
the constitution of a new Board of Directors, which was
approved by the Hon'ble Supreme Court, vide its order
dated 20.01.2020, passed in Bhupinder Singh Vs. Unitech
Limited in Civil Appeal No. 10856/ 2016. Following from the
above, the Hon'ble Supreme Court was pleased to direct
the supersession of the erstwhile Management with the
appointment of a new Board of Directors.
During the year under review, there has been no change in
the composition of the Board of Directors of the Company.
The composition of the Board of Directors as on 31.03.2025
was as follows:
|
Sr.
No.
|
Name(s)
|
Designation
|
Date of
Appointment
|
|
1
|
Sh. Yudhvir Singh
Malik, IAS (Retd.)
|
Chairman &
Managing
Director
|
21.01.2020
|
|
2
|
Dr. Girish Kumar
Ahuja
|
Director
|
22.01.2020
|
|
3
|
Sh. Jitu Virwani
|
Director
|
22.01.2020
|
|
4
|
Sh. Prabhakar
Singh
|
Director
|
03.02.2020
|
|
5
|
Ms. Uma Shankar
|
Director
|
19.10.2022
|
Further, after the close of the financial year till the signing of
this report, no changes have taken place in the composition
of the Board of the Company.
Key Managerial Personnel
In compliance of the provisions of sections 2 (51) and
203 of the Companies Act, 2013, the following Directors
and Officials of the Company were designated as the Key
Managerial Personnel (KMP) of the Company during the year
under review:
|
Sr.
No.
|
Name(s)
|
Designation
|
|
1
|
Sh. Yudhvir Singh
Malik
|
Chairman and Managing
Director
|
|
2
|
Sh. Ashok Kumar
Yadav
|
Chief Executive Officer
|
|
3
|
Sh. Tajinder Pal Singh
Madan
|
Chief Financial Officer
|
|
4
|
Ms. Anuradha Mishra
|
Company Secretary &
Compliance Officer
|
Board Meetings
Seven (07) meetings of the Board of Directors were held
during the year under review. Details of the meetings are
provided in the Corporate Governance Report, which may
be read as an integral part of the Board Report.
Annual Evaluation of Directors, Committees and Board
All the Directors have been appointed by the Central
Government as its Nominee Directors with the prior approval
of the Hon'ble Supreme Court. The annual evaluation of
performance of Directors, Committees and Board has,
therefore, not been undertaken.
Opinion of the Board with regard to integrity, expertise and
experience of the Independent Directors appointed during
the year
No new Directors were appointed during the year under
review. Further, it may be noted that since all the Directors
on the Board of the Company had been appointed by the
Central Government with the prior approval of the Hon'ble
Supreme Court, the impugned opinion was not required to
be provided. All the Directors are well-known professionals
from diverse fields and have no personal or pecuniary
interest in the Company.
Statement on declaration by Independent Directors
The Directors of the Company have been appointed by
the Central Government (Ministry of Corporate Affairs), in
compliance of the order of the Hon'ble Supreme Court dated
20.01.2020 and all the Directors are Nominee Directors.
Policy on Director's Appointment and Remuneration
The Directors of the Company have been appointed by
the Central Government with the prior approval of Hon'ble
Supreme Court. No remuneration is being paid to the
Directors of the Company, except sitting fee for attending the
meetings of the Board/ Committees held from time to time.
The remuneration of Chairman & Managing Director of the
Company has been determined by the Central Government
in the Ministry of Corporate Affairs. Hence, there is no formal
policy in place in respect of appointment and remuneration
of Directors in view of the matters being under the control
and supervision of the Hon'ble Supreme Court.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy containing criteria
for determining qualifications, positive attributes, and
independence of Directors, policy relating to remuneration
to Directors, Key Managerial Personnel and Senior
Management Personnel of the Company have been disclosed
in the Corporate Governance Report, which may be read as
an integral part of the Board Report.
Directors' Responsibility Statement
Subject to the Audit qualifications raised by the Statutory
Auditors, findings of the investigations by different
Investigating Agencies and decisions by different Courts
of competent jurisdiction, the Directors confirm in terms of
section 134 (5) of the Companies Act, 2013 that:
(i) While preparing the Annual Accounts for the year
ended 31st March, 2025, 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, 2025 and of the loss of the
Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on an
on-going concern basis;
(v) The Directors, as a part of the new Management,
propose to lay down sound internal financial controls
to be followed by the Company and that such internal
financial controls would be adequately commensurate
with the size of its operation and business; and
(vi) The Directors, as a part of the new Management,
would endeavour to devise proper system to ensure
compliance with the provisions of all applicable
laws and that such systems would be adequate and
operationally effective.
Details in respect of frauds reported by Auditors under sec¬
tion 143 (12) of the Companies Act, 2013, other than those
which are reportable to the Central Government
To the best of our knowledge and belief and subject to
the (i) outcome of the ongoing investigations by various
Investigating Agencies pertaining to transactions conducted
during the period of the erstwhile Management or even
otherwise, having cascading impact, (ii) outcome of the
cases pending in Courts of competent jurisdiction, and (iii)
Audit qualifications, no frauds were reported by the Auditors
under section 143 (12) of the Companies Act 2013, for the
year under review.
Auditor and Auditors' Report
The Members of the Company appointed M/s GSA &
Associates, LLP, Chartered Accountants (FRN 000257 N/
N500339), as Statutory Auditors of the Company in the 50th
Annual General Meeting, for a period of five years till the
conclusion of 55th Annual General Meeting.
|
Auditors' Report - Qualified Observations
|
|
Management Response to Independent Statutory Auditor's Report on the Audited Standalone Financial Results of M/s
Unitech Limited for the Quarter and Financial Year ended 31.03.2025
|
|
Sr. No.
|
Auditor's Qualifications
|
Management's Response
|
|
1.
|
Resolution Framework
We draw attention to Note no. 4 of the Audited
Standalone Financial Results, which have made
references to the Resolution Framework (RF) for
Unitech group. The company has requested the
Hon'ble Supreme Court to grant some concessions
and reliefs so that the company is able to fulfil its
obligations towards the construction of the projects
and meet other liabilities. Resolution framework of
Unitech group filed by New Management before the
Hon'ble Supreme Court on 10th September, 2020,
Revised Version on 28th October, 2020 and Revised
Version on 27th April, 2022 has not yet been approved
by the Hon'ble Supreme Court. Accordingly, the
impact of the proposed reliefs, concessions etc. have
not been considered in the books of accounts.
|
The points mentioned herein are informatory in nature
and the Management has no further comments to offer
on the same.
|
|
2.
|
Material uncertainty related to going concern
We draw attention to Note no. 5 of the Audited
Standalone Financial Results wherein the management
has represented that the Audited Standalone Financial
Results have been prepared on a going concern basis,
notwithstanding the fact that the Company has eroded
its net worth and has incurred losses, both in the
current and previous year, has challenges in meeting
its obligations, servicing its current liabilities including
bank loans and public deposits. The Company also has
various litigation matters which are pending before
different forums. Further, the New Management has
inherited various projects of the Company, which are
pending for considerable construction and residual
works to be completed.
In compliance of the directions of the Hon'ble Supreme
Court, as contained in Court's order dated 20th January
2020, the Government appointed Board of Directors
has requested the Hon'ble Supreme Court to grant
certain concessions and reliefs so that the Company
is able to fulfil its obligations towards the construction
and completion of in-complete projects and meet
other liabilities.
|
The Management has already stated its position in the
Resolution Framework submitted in the Hon'ble Supreme
Court on 15.07.2020, followed by updated versions
submitted on 05.02.2021 and on 08.08.2022, wherein
the Hon'ble Supreme Court has been prayed to grant
certain concessions and reliefs so that the Company is
able to fulfill its obligations towards the construction
and completion of projects and meet other liabilities.
The reasons for opting against winding up the Company
or its reference under IBC have fully been explained in
the application filed for submission of the Resolution
Framework. The Management is hopeful that as per
mandate given by Hon'ble Supreme Court, the company
would be able to generate sufficient funds to complete
the projects as per timelines notified in the award of
contracts and, accordingly, no material uncertainty exists
in the Company continuing as a going concern. As such,
expressing doubts about the Company as an ongoing
concern is rather pre-mature at this stage.
|
|
Sr. No.
|
Auditor's Qualifications
|
Management's Response
|
| |
These conditions indicate the existence of material
uncertainty that may cast significant doubt about
Company's ability to continue as a going concern.
The appropriateness of assumption of going concern
is critically dependent upon the Company's ability
to raise finance and generate cash flows in future to
meet its obligations, and also on the final decision
of the Hon'ble Supreme Court on the Resolution
Framework. Also, the Board of Directors are exploring
various possible options for completion of ongoing
projects and are trying to generate additional possible
revenues by construction of new flats.
Considering the above, we are unable to express an
opinion on this matter.
|
|
|
3.
|
Impairment Assessment
The Management of the Company has not conducted
any impairment assessment for the investments made
by the erstwhile management in subsidiary companies,
joint ventures and associates having aggregate
carrying value of Rs. 972,18,.09 lakhs, despite of
strong indicators existing for impairment assessment,
as required by Ind AS 36, 'Impairment of Assets'. In
view of non-existence of any impairment study, we
are unable to conclude upon the adjustments, if any,
that may be required to the carrying value of these
investments and its consequential impact on the
Audited Standalone Financial Results. (refer Note 6 (v)
of the Audited Standalone Financial Results).
|
Unitech Limited has 185 Indian Subsidiary Companies out
of which 08 subsidiary Companies had been struck off
by the Registrar of Companies, NCT Delhi and Haryana.
The Management moved the National Company Law
Tribunal (NCLT) for revival of the struck off subsidiaries.
As on date, all the subsidiaries have been ordered to be
revived.
M/s Unitech Power Transmission Limited, ceases to be
a subsidiary company of M/s Unitech Limited w.e.f. 13th
March, 2025 in terms of Share Purchase Agreement
executed on 11th March, 2025 amongst M/s Unitech Ltd,
six subsidiary companies (holding 10 shares each jointly
with M/s Unitech Ltd.), M/s Unitech Power Transmission
Limited and M/s Auro Infra Private Limited. The Share
Purchase Agreement was executed pursuant to the
approval of Hon'ble Supreme Court vide its orders dated
11.12.2024 at a price of Rs 5089.00 lakh on "as-is-where-
is-whatever-is" basis.
The progress in audit of accounts of these 185 subsidiaries
is as under:
(a) Statutory Auditors appointed in respect of 162
Indian subsidiary companies so far and statutory
audit in respect of 53 subsidiaries is up to date;
(b) Appointment of Statutory auditors under progress
in case of 10 subsidiaries;
(c) For the remaining 13 Subsidiaries, wherein there is
a substantial foreign investment, necessary steps
are being taken by the Company in this regard.
As regards 32 foreign subsidiaries along with Libya
Division and 03 foreign JVs, the management has listed
down their available details. These are as under:
(a) Audited Balance Sheets of 04 foreign subsidiaries,
02 foreign JVs, and that of Libya Division are not
available with the Company.
|
|
Sr. No.
|
Auditor's Qualifications
|
Management's Response
|
| |
|
(b) 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. Moreover,
it is pertinent to mention that, as per information
available to the new management, the Central
Investigating Agencies are believed to be engaged
with the issues pertaining to these entities.
The matter regarding investment in Carnoustie
Management Pvt Ltd (CMPL) and CIG is under
investigations by the Investigating Agencies and the
Enforcement Directorate (ED) has issued various
attachment orders. The Management has included the
transactions with CMPL and CIG as "avoidable" in the
Resolution Framework submitted before the Hon'ble
Supreme Court. It is pertinent to mention here that Unitech
Limited has also filed an IA in the Hon'ble Supreme Court
for the recovery of the investments made in CMPL, which
has been heard but the order is awaited.
However, keeping in view the investigations being carried
out by the ED, approval of the Provisional Attachment
Orders (PAOs) by the Adjudicating Authority and the ED
having filed Prosecution Complaints before the Special
Court under the PMLA, the Company is left with no option
but to await the final outcome in these matters.
In view of the position explained above, it is neither
possible nor feasible at this stage to undertake any
impairment assessment. The impairment assessment can
be got conducted by the company through some expert
in accordance with applicable Accounting Standards
(Ind As 36), only after having in possession the complete
details / documents/ reports etc.
|
|
4.
|
Fair Value of estimated loss allowance on loans and
|
All available information/ details/ documents in
possession of the Management stand provided to the
Statutory Auditors. However, the fair estimation w.r.t. the
recognition of fair value of the estimated loss allowance
on loans given by the erstwhile management to subsidiary
companies, joint ventures and associates and trade
receivables from subsidiary companies, joint ventures
and associates, is not feasible as of now, because of the
ongoing investigations by the ED, and the ED having filed
charge-sheets before the Adjudicating Authority under
PMLA and the matter being sub-judice. This job will be
completed by engagement of experts only after the final
verdicts are available from the Hon'ble Court(s).
|
|
trade receivables
Due to legacy issues inherited from erstwhile
management, the company is not having sufficient
evidence about the recognition of fair value of the
estimated loss allowance on loans and advances
given by erstwhile management to subsidiary
companies, joint ventures and associates amounting
to Rs. 4475,92.28 lakhs and trade receivables from
subsidiary companies, joint ventures and associates
amounting to Rs. 45,55.06 lakhs as required by Ind
AS 109, 'Financial Instruments'. (refer Note 6(vi) of the
Audited Standalone Financial Results).
We are therefore unable to express an opinion on
the recoverability of the loans and trade receivables
from subsidiary, joint ventures and associates, fair
value of estimated loss allowance on loans and trade
receivables given and the consequential impact on the
Audited Standalone Financial Statements.
|
|
Sr. No.
|
Auditor's Qualifications
|
Management's Response
|
|
5.
|
CorDorate and Bank Guarantees
We draw attention to note 20 of Audited Standalone
Financial results which contains details of corporate
and bank guarantees issued by the erstwhile
management for its subsidiaries and joint ventures.
Due to legacy issues inherited from erstwhile
management, the company is not having sufficient
evidence regarding recognition of fair value of the
estimated loss allowance on corporate and bank
guarantee given by erstwhile management on behalf
of its subsidiary, joint ventures and associates
amounting Rs. 1365,44.58 lakhs as required by Ind AS
109, 'Financial Instruments'. We are therefore unable
to express an opinion on the fair value of estimated
loss allowance on corporate and bank guarantee
|
There are a number of secured, unsecured and operational
creditors qua the company and its subsidiaries, JVs and
other affiliates. Further, the Company and promoters have
also given various kinds of Guarantees, including Bank
Guarantees and Corporate Guarantees, the lists whereof (to
the extent of availability of records), surviving or matured,
have been shared with Statutory Auditors. However, it may
not be possible to vouchsafe at this stage that these are the
only Guarantees given by the Company.
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 Hon'ble 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 crystallized and
settled by the Hon'ble Supreme Court. Likewise, some
of the investments/ advances made by the company are
a subject matter of investigations being conducted by
various Central Investigating Agencies.
|
|
6.
|
Advances for purchase of land and Investments
The Management of the Company has not conducted
any impairment assessment for the investments
made and advances given for purchase of land by the
erstwhile management in unrelated companies/ entities
having aggregate carrying value of Rs. 614,88.20
lakhs and Rs. 312,90.99 lakhs respectively, despite of
strong indicators existing for impairment assessment,
as required by Ind AS 36, 'Impairment of Assets'. In
view of non-existence of any impairment study, we are
unable to express an opinion upon the adjustments,
if any, that may be required to the carrying value of
these investments and its consequential impact on the
Standalone Financial Statements. (refer Note 6(v) of
the Audited Standalone Financial Results).
|
As already stated, various issues (including the investments
made and advances given for purchase of land by the
erstwhile management in unrelated companies/ entities)
as mentioned in Resolution Framework have yet not been
adjudicated by the Hon'ble Supreme Court. Hence, it is
neither possible nor feasible at this stage to undertake
any impairment assessment of investments made and
advances given for purchase of land by the erstwhile
management till these related issues are crystallized and
settled by the Hon'ble Supreme Court. Likewise, some
of the investments/ advances made by the company are
a subject matter of investigations being conducted by
various Central Investigating Agencies.
|
|
7.
|
Amount recoverable from GNIDA
Amount recoverable from GNIDA amounting
Rs. 183,39.80 lakhs is subject to confirmation/
reconciliation. In view of absence of the reconciliation,
we are unable to conclude on the consequential impact
of same on standalone financial results. (refer Note
13(iii) of the Audited Standalone Financial Results).
|
It is a statement of fact that the said balance is subject
to confirmation/ reconciliation. Attention in this behalf
is invited to the Orders dated 01.02.2023 of the Hon'ble
Supreme Court wherein it has been held that the
determination of dues of Noida, (including those of
GNIDA) would be taken up separately after hearing the
Government appointed Board and the Authorities.
|
|
Sr. No.
|
Auditor's Qualifications
|
Management's Response
|
| |
|
The latest progress with regard to the issues pending
between Noida and Greater Noida Authorities and
Unitech Group, is that the Hon'ble Supreme Court, vide
its order dated 18.12.2024, requested Hon'ble Justice
(Retd.) Abhay Manohar Sapre, a former Judge of the
Supreme Court, to make an attempt to amicably resolve
the issues of outstanding dues and possession of allotted
land between Noida/ Greater Noida Authorities and the
Unitech. Pursuant thereto, meetings have been held at
the level of Justice (Retd.) A.M. Sapre wherein some of
the issues have been partially resolved. However, there
has been no progress on the issue of outstanding dues.
The Hon'ble Supreme Court, vide its latest orders dated
21.05.2025, has directed NOIDA "to submit its claims
before the Court within four weeks. The Unitech Ltd. may
submit its counter reply within two weeks thereafter. Post
this application on 21.08.2025 for final determination and
quantification of dues payable by Unitech Ltd. to NOIDA".
|
|
8.
|
Variation of Rs. 9,34.15 lakhs has been observed
between balance lying with Supreme Court registry and
books of accounts and the same is under reconciliation.
In view of absence of the reconciliation, we are unable
to express an opinion on the consequential impact of
same on standalone financial statements. (refer Note 6
(i) of the Audited Standalone Financial Results).
|
The variations amounting to Rs 934.15 lakhs were
observed between the Balance as per books of Accounts
vis-a-vis as per Supreme Court's Registry in Financial
Year 2022-23. It has been taken up with the Supreme
Court Registry repeatedly and will be reconciled as soon
as the relevant information is received from the Registry.
|
|
9.
|
Outstanding balances oendina for Reconciliation/
Confirmation
Balance of amounts due to/ from trade receivables,
trade payables (including MSME Vendors), bank
balances, borrowings, advance received from
customers, advance to suppliers, security deposits,
other loans and advances, advance for purchase of
land, inter corporate deposits and other assets are
pending for reconciliation / confirmation. The overall
impact of the above and the consequential impact
of same on Standalone Financial Results are not
ascertainable and hence, we are unable to express
an opinion on the same. (refer Note 7 of the Audited
Standalone Financial Results).
|
It is stated that as per Standards on Auditing (SA)-505
prescribed by the Institute of Chartered Accountants of
India (ICAI), the process of external confirmation is to be
initiated by the Statutory Auditors for directly obtaining
the evidence from the confirming parties at their level.
However, the Management would initiate and follow¬
up on this exercise keeping the Statutory Auditors in
loop with respect to the outstanding balances as on
31.03.2025. 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.
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|
10.
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Refer Note 7 & 11 of Standalone Financial Statements:-
(a) Statutory dues related to Income-Tax Act, 1962
amounting Rs. 79,29.00 lakhs, Professional Tax
amounting Rs. 0.59 Lakhs, Employees Provident
Funds and Miscellaneous Provisions Act, 1952
amounting to Rs. 24,42.87 Lakhs pertaining to
the period of erstwhile management, are unpaid
since long. In view of non-payment of statutory
dues, possibility of levies, some penalties by the
respective departments cannot be ruled out. On
account of the above, we are unable to express
an opinion on the consequential impact of same
on standalone financial statements. (refer Note 7
of the Audited Standalone Financial Results).
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(a) The Government appointed Board of Directors has
already submitted its Resolution Framework (RF)
before the Hon'ble Supreme Court on 16.07.2020,
followed by updated versions dated 02.05.2021
and 08.08.2022, wherein the Company has sought
various 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.
Since a definite view on various reliefs sought in the
RF is yet to be taken by the Hon'ble Supreme Court,
it is not feasible at this stage to assess the overall
impact of its outstanding statutory liabilities.
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|
Sr. No.
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Auditor's Qualifications
|
Management's Response
|
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However, the New Management is committed to
make the company compliant in terms of various
provisions contained in the Companies Act 2013
and other related Acts, Rules, Regulations etc. In the
latest progress, it is intimated that Hon'ble Supreme
Court vide its orders dated 5th March, 2025/ 17th
March, 2025 directed the Registry to release the
amount of Rs. 23,04,97,766/- towards deposit of
TDS in respect of ex-employees/ other employees
for five Financial Years (2015-16 to 2019-20) under
section 192 of Income Tax Act, 1961. The company
has deposited the amount in 05 different challans,
filed correction statements and complied with
the directions issued by the Hon'ble Court by 31st
March, 2025.
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10(b)
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Default in reDavment of Public Deposits
We draw attention to Note no. 11 of the Audited
Financial Results in respect of default in repayment of
public deposits accepted by erstwhile management.
As per the financial books, principal amount of
deposit accepted for Rs. 529,12.98 lakhs is overdue
for repayment. The Company has not created any
provision for interest payable during the period
ended 31st March 2025 amounting Rs. 64,56.39 lakhs
(accumulated unaccounted interest is Rs. 547,78.53
lakhs) taking a clue from the directions of the Hon'ble
Supreme Court from time to time issued for payment
of the Principal Amount to the FD holders, as explained
by the management. In our opinion, losses of the
Company and value of public deposits are understated
to extent of Rs. 547,78.53 lakhs subject to a final
decision of the Hon'ble supreme Court in the matter.
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This issue has duly been explained in Chapter 8 of the
Resolution Framework (RF) submitted to the Hon'ble
Supreme Court and the Company shall take action as
per the directions of the Hon'ble Court in this behalf. The
New Management neither processes any such case nor
is it authorized to do so till the Hon'ble Supreme Court
takes a decision in this matter.
It is, however, clarified that disbursement to some of the
fixed deposit holders (Sr. Citizens on a pro-rata basis)
has been made through the Ld. Amicus Curie on the
directions of the Hon'ble Supreme Court issued from
time to time in the past. The details of amount disbursed
to the FD holders directly from the Registry have been
received in the Company on 22.11.2022 and the amount
of disbursal is being captured in the books of accounts
and reconciled.
Further refund of another amount of Rs. 19.02 Crore has
been approved by the Hon'ble Supreme Court vide its
various orders for refund of principal amount of FDs to
the depositors on grounds of Medical Exigencies. As
on 31.03.2025, the Company has already released an
amount of Rs. 18.07 Cr. to 633 out of 713 FD holders.
The remaining cases are pending for want of receipt of
requisite papers from the concerned Depositors.
As such, out of a principal amount of Rs. 579.92 Crore
in deposits in the FDs, an amount of Rs. 50.79 Crore
stands refunded in terms of orders issued by the Hon'ble
Supreme Court from time to time.
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Sr. No.
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Auditor's Qualifications
|
Management's Response
|
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10 (c)
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Reconciliation of InDut Credit Receivable
Input credit receivable (GST) of Rs. 63,26.91 lakhs
is subject to reconciliation with the balance of input
credit claimable from GST department (in GST portal).
In view of absence of the reconciliation, we are unable
to express an opinion on the consequential impact of
same on Audited Standalone Financial Statements.
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Due to various litigations, notices from GST Department,
non-availability of old data/ records and non¬
compliances during the period of erstwhile management,
cancellations and restorations of various GST Numbers
and other complex issues, there are serious difficulties in
completing the reconciliation process.
Despite various challenges, the Reconciliation Process
has been initiated during FY 2024-25. The Input Tax
Credit is being claimed in GSTR-3B on monthly basis as
per GSTR-2B and the reconciliation will be completed at
the time of filing of Annual Return.
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|
11
|
Balance Confirmations on Loans from Lenders
In view of the instances of non-compliance with
certain debt covenants including interest & principal
repayment defaults, we would like to draw attention
to the fact that the Company has not obtained
the balance confirmations on loans from lenders
(including non-convertible debentures) amounting
to Rs. 10,088,38.71 lakhs (including interest accrued
of Rs. 6,645,97.71 lakhs). In the absence of adequate
and sufficient audit evidence to establish the amounts
payable to the lenders, we are unable to express an
opinion on the correctness of these amounts reflected
in the standalone financial statement and also on their
consequential impact including potential tax liabilities.
(refer Note 9 of the Audited Standalone Financial
Results).
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The total financial liability of Unitech Group has been
captured in Annexure C of the Resolution Framework
(RF) submitted before the Hon'ble Supreme Court.
A total of 19 lenders, including Banks and ARCs have
filed 65 cases in various DRTs, namely, New Delhi (DRT-
1), Chandigarh, Chennai, Kolkata, Mumbai, Lucknow
and Allahabad. In view of the moratorium granted by
the Hon'ble Supreme Court, all these cases have been
ordered to be adjourned sine die.
Various lenders have also filed IAs in the Hon'ble
Supreme Court, which are pending consideration. Since
the matter has already been covered in the Resolution
Framework, the determination and final payment of
principal amount and/ or interest thereon shall be made
only in accordance with the decision of the Hon'ble
Supreme Court in this behalf. However, the Hon'ble
Supreme Court vide its order dated 16.01.2025 has asked
the applicant-banks/ financial institutions to engage in
dialogue with the Management of Unitech Limited and
explore the possibility of One Time Settlement ('OTS') in
furtherance of the interest of the parties.
The company is providing for interest payable to Banks/
Financial Institutions based on the loan statements to
the extent available and the balances are matching
with statements. As far as process of confirmation of
balances is concerned, it is stated that as per Standards
on Auditing (SA)-505, prescribed by the Institute of
Chartered Accountants of India (ICAI), the process of
external confirmation is to be initiated by the Statutory
Auditors for directly obtaining the evidence from the
confirming parties at their level.
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Sr. No.
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Auditor's Qualifications
|
Management's Response
|
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12
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Revenue from Real Estate Projects (IND AS 115)
We draw attention to Note no. 6(vii) of the Audited
Standalone Financial Results, stating that the Company
is accounting for revenue under real estate projects
using percentage of completion method (POCM)
with an understanding that performance obligations
are satisfied over time whereas, the terms of the
agreements entered by the Company with buyers of
the property does not satisfy the conditions specified
in paragraph 35 of Indian Accounting Standard 115
"Revenue from contracts with customers" in all the
cases.
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(i) The Company recognizes revenue over time if one
of the following criteria of Paragraph 35 of Ind AS
115 is met, particularly 35 (c), 36 and 37, as given
below:
(a) Paragraph 35 (c): the entity's performance
does not create an asset with an alternative
use to the entity (paragraph 36) and the entity
has an enforceable right to payment for
performance completed to date (paragraph
37).
(b) Paragraph 36: An asset created by an
entity's performance does not have an
alternative use to an entity if the entity is
either restricted contractually from readily
directing the asset for another use during
the creation or enhancement of that asset or
limited practically from readily directing the
asset in its completed state for another use.
The assessment of whether an asset has an
alternative use to the entity is made at contract
inception.
After contract inception, an entity shall
not update the assessment of the alternative
use of an asset unless the parties to the
contract approve a contract modification
that substantively changes the performance
obligation.
(c) Paragraph 37:- An entity shall consider the
terms of the contract, as well as any laws that
apply to the contract, when evaluating whether
it has an enforceable right to payment for
performance completed to date in accordance
with paragraph 35(c). The right to payment for
performance completed to date does not need
to be for a fixed amount. However, at all times
throughout the duration of the contract, the
entity must be entitled to an amount that at
least compensates the entity for performance
completed to date if the contract is terminated
by the customer or another party for reasons
other than the entity's failure to perform as
promised.
(ii) Following points are also considered by the
company at the time of Revenue Recognition under
POCM:
(a) The company has an enforceable right
to claim the payment from Customer for
performance completed which has been
agreed by customers in the Agreements to
Sell (Builders-Buyer Agreements).
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Sr. No.
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Auditor's Qualifications
|
Management's Response
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(b) The Company cannot change or substitute
the residential/ commercial unit specified in
the Builder-Buyer Agreement ("The contract")
entered with the customer, and thus the
customer could enforce his/ her rights to the
residential/ commercial unit if the Company
sought to direct the asset for another use.
In the opinion of the Management of the
Company, the contractual restriction is
substantive, and the real estate unit does not
have an alternative use to the Company.
(c) Further, the Company has the right to claim
the instalments of the Residential/ Commercial
properties from the buyers based on the
milestones given in Builder-Buyer Agreement
and in case of defaults by the customers, the
said unit is not freely transferrable to another
customer. The unit is not available for alternate
use of the Company until cancelled.
(d) In certain cases, buyers of the property have
availed bank finance against the property
purchased by them and the Company has
entered into the "Tripartite Agreement". Under
this arrangement, the Company has given all
original documents to the Bank. It indicates
that the Company is not having any alternate
use of the property sold to the buyer and
the buyers have full right over the property
purchased from the Company till the time, the
buyers commit any breach towards the bank
and/ or does not repay its dues to the Bank
in full or in part and/ or the buyers commit
breach of agreement with the Company.
(iii) Customer i.e. buyer of the unit is the beneficial
owner of the unit purchased from the Company
and is entitled to avail the loan from Banks. In the
event of defaults by Customer in repayment of any
instalment, the Company has the right to cancel the
allotment and forfeit the entire amount of Earnest
Money deposited by the allottee and the allottee
shall be left with no right or lien on said property
and the developer i.e. Company shall be free to sell
the same to any other person in its sole discretion
as it may deem fit.
In the opinion of the Company, customer i.e.
buyer of the unit is the beneficial owner of the
unit purchased till the time of cancellation of the
allotment of the unit on account of defaults in
repayment schedule of the installments agreed in
Builder Buyer's agreement.
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Sr. No.
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Auditor's Qualifications
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Management's Response
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(iv) We have relied on the clarification issued by ICAI
on 20th July 2018 w.r.t. Revenue from Contracts in
context of Real Estate Sector wherein it was clarified
that Ind AS 115 does allow recognition of revenue
using Percentage of Completion Method (POCM).
(v) Prior to FY 2020-21, there was no qualification on
revenue recognition under POCM by the earlier
statutory auditor.
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13.(a)
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Reconciliation of advance received from Homebuyers
Reconciliation of sub-ledger records for advance
received from homebuyers and trade receivables is in
progress. In view of absence of the reconciliation, we
are unable to express an opinion on the consequential
impact of same on Audited Standalone Financial
Statements.
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The Commercial Division and the IT Division have
complete data available on the amount received from
the customers and the balance receivables from them
in respect of each of the units sold. As a matter of fact,
the customers are also being allowed access to their
individual Accounts Ledgers in a phased manner as the
management raises demands for balance payments
on an ongoing basis as per the Revised Payment Plan
approved by the Hon'ble Supreme Court.
As a step towards Reconciliation, the Management is
getting about all the 16,000 odd files audited and the
assignment has already been given to a professional
firm. Once the scrutiny of files is completed, the issue of
reconciliation can be addressed. It is a time-consuming
exercise and the reconciliation process will be initiated
in a phased manner as soon as the audited details are
completed and made available. As a matter of fact, the
exercise has already been completed in respect of three
Projects and the required corrections simultaneously
being made in the customer database.
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13.(b)
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PIP Reconciliation:
Other Current Assets includes "Amount incurred
in project in progress (on which revenue is not
recognized)" amounting Rs. 9159,03.18 lakhs. No
provision has been for onerous project, if any. As
explained to us the Company is in the process of
identifying onerous project and provision shall be
created after identification of such contracts.
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There are about 17,700 homebuyers across 74 residential
and 10 commercial projects where construction had
been lying stalled/ at various stages of constructions.
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 the Hon'ble
Supreme Court. 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.
Moreover, the Company is in the process of identification
of onerous projects, based on the Lease Deeds/ Licenses
of the various projects covered under One Particular
License/ Lease Deed. The company is hopeful to sell
unsold properties at current market value, which would
cover substantial portion of the deficit of onerous projects
by the surplus projects covered under one Lease Deed/
License.
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Sr. No.
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Auditor's Qualifications
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Management's Response
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13 (c)
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There are certain projects wherein physical
possession of the units has already been handed over
to the homebuyers but the projects are still appearing
under Project in Progress. Due to aforesaid, project
in progress and Advance received from customers
is overstated. The management is in the process of
estimating the impact of the same. Due to the absence
of the details, we are unable to express an opinion
on the accuracy of project in progress and Advance
received from customers and its consequential impact
on standalone financial results.
Due to the above-mentioned reasons, we are unable
to express an opinion on its consequential impact on
the standalone financial results.
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There are about 17,700 homebuyers across 74 residential
and 10 commercial projects where construction had
been lying stalled/ at various stages of constructions.
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 the Hon'ble
Supreme Court. 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.
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14.
|
Physical Verification of its Property, Plant and
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The Company has initiated a series of steps for getting
the physical verification done through the Company's
existing staff. Although a substantial portion of physical
verification has been covered, the reconciliation
part, however, remains pending, which is likely to
be completed in the next about 6 months' time. It is
submitted that after the reconciliation part is completed,
the physical verification on year-end basis in future
would be conducted regularly to have proper control and
to address the observations of the Statutory Auditors.
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Equipment (PPE)
We draw attention to note no 6(iii), the Company has
conducted physical verification of its property plant
and equipment & unsold flats and the reconciliation
of the same with books of accounts is in progress.
In absence of the reconciliation, we are unable to
comment upon the discrepancy between book records
and physical counts, if any and its consequential
impact of the financial results.
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15.
|
Impact of Litigations
We draw attention to note 20(l) of standalone financial
results which states that the Company has 2041
litigations pending in Hon'ble Supreme Court of India.
Based on the explanation provided by the Company,
considering the number of litigations pending, it is not
possible for the Company to compute the possible
impact of the same. In view of above, we are unable
to express an opinion on the accounting of potential
liability on account of pending cases and completeness
of disclosure of contingent liability made by the
company in the standalone financial statements.
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The financial impact of litigations can be ascertained
only after the final verdict is pronounced by the Hon'ble
Supreme Court/ various forums on all the litigations.
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Additional Qualifications:
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1.
|
Non-comoliance of Schedule III
The Company is not able to provide/ substantiate
details of following disclosures required under the
provisions of Schedule III of Companies Act, 2013:
(a) Complete details of title deeds of immovable
properties not held in the name of the Company;
(b) Details of benami property held and any
proceeding has been initiated or pending against
the company, if any
(c) Utilisation of borrowed funds;
(d) Ageing for trade receivables;
(e) Ageing for trade payables;
(f) Details related to creation/ satisfaction of charges;
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(i) After the new Management took over pursuant to
the order dated 20.01.2020 passed by the Hon'ble
Supreme Court, the Company has been making efforts
to collect the title papers of pan-India land parcels held
by Unitech Group and kept them in the safe custody
in the Central Record Room at Gurugram.
(ii) The issue of reconciliation of land parcels between
the Land Division and the Accounts Division has been
taken in hand since a large number of landholdings
have been charged or mortgaged by the erstwhile
Management and, therefore, the reconciliation
thereof becomes very important. This exercise is
under process, and details thereof would be shared
with the statutory Auditors, in due course of time, for
their reference.
(iii) The delay in reconciliation has primarily been because
of the problems inherited by the new Management.
(iv) The new Management has no details of benami
property, which is a subject matter of investigations
by the Investigation Agencies.
(v) No funds have been borrowed by the Company
from any Bank or Financial Institution after the new
Board of Directors has taken over. As far as the funds
borrowed prior to the appointment of new Board of
Directors are concerned, the specific details about
their utilization are not available in the Company and
this aspect is also being looked into by the Central
Investigating Agencies.
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Secretarial Auditors
Pursuant to the provisions of section 204 of the Companies
Act, 2013, read with rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of the Company in its meeting held
on 13.11.2024, appointed CS Kiran Amarpuri, Company
Secretary in Practice (CP No. 7348), to conduct the Secretarial
Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report for the financial year 2024-25
(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:
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Sr.
No.
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Observations of the Secretarial Auditor
|
Response of the Management
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1.
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The Company has failed to repay deposits
accepted by it including interest thereon before the
commencement of Companies Act, 2013. The matter
of fixed depositors is pending before the Hon'ble
Supreme Court and the principal amount of deposits
are being repaid in accordance with the directions of
the Hon'ble Supreme Court.
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The matter related to Fixed deposits is being governed under
the directions of the Hon'ble Supreme Court. The Company
has not accepted or re-paid any FD at its own level.
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2.
|
The Company has been generally filing the forms and
returns with the Registrar within the prescribed time.
However, there have been few instances where there
have been delays in filing. The Company has failed to
file Return of Deposit in Form DPT-3.
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The Company is in the process of compiling the required
details prescribed for filing of e-form DPT-3 and this non¬
compliance will be rectified by 30th September, 2025.
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3.
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The Board of Directors consist of less than 6 Directors
in contravention of regulation 17 (1) (c) of SEBI (LODR)
Regulations, 2015.
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(i)
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All the Directors on the Board of M/s Unitech Limited
have been appointed by the Union of India (Ministry
of Corporate Affairs), with the prior approval of
Hon'ble Supreme Court, granted vide its Orders dated
20.01.2020 and 13.10.2022.
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(ii)
|
The process for the appointment of one more Director
on the Board of M/s Unitech Limited has already been
initiated by Union of India (Ministry of Corporate
Affairs) and the same is pending consideration of the
Hon'ble Supreme Court.
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(iii)
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The Ministry of Corporate Affairs has, vide its letter
No. F.N.10/1/2020-Legal dated 21.05.2024, directed
the Regional Director (Northern Region), Ministry of
Corporate Affairs, to move an application before the
Hon'ble Supreme Court for seeking its approval for the
appointment of one more Director on the Board of M/s
Unitech Limited.
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(iv)
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The above facts have also been captured in the
Secretarial Compliance Report of M/s Unitech Limited
filed with the National Stock Exchange of India Limited
(NSE) and BSE Limited on 30.05.2025 for the FY 2024¬
25.
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Sr.
No.
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Observations of the Secretarial Auditor
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Response of the Management
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4.
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The action of continuation of trading in securities in 'z'
category for non-filing of financial results was initiated
by the Stock Exchanges.
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(i) The present Management of the Company had taken
up the issue with the Stock Exchanges for waiver
of fines/ penalties and for moving the scrip of the
Company from "Z" category to "B" category for having
taken appropriate steps in becoming fully compliant
qua all the statutory filings. In this respect, various
communications (which are also uploaded on the
Company's website for the information of investors
and other stakeholders) had been exchanged between
the new Management, the SEBI, Stock Exchanges as
well as the Ministry of Corporate Affairs (MCA).
(ii) The CMD, Unitech Group, had also written letters in
this behalf to the Chairman, BSE Limited (BSE) and
the Chairman & Managing Director, National Stock
Exchange of India Ltd. (NSE) in October, 2024. They
were informed that the current Management had taken
a series of steps for rectification of non-compliances
under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which had been
inherited from the erstwhile Management.
(iii) It is also apprised that a letter dated 27.03.2025 was sent
by the Deputy Director, Legal & Prosecution Division,
Ministry of Corporate Affairs, to the BSE Limited
requesting the BSE to consider the waiver application
moved by M/s Unitech Limited and take necessary
action at their end, as deemed fit. Accordingly, the
BSE Limited requested the NSE to look into the matter.
The matter is pending with the Stock Exchanges.
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5.
|
There are instances of legal cases filed against the
Company under the various laws applicable to the
Company. These cases are filed with various courts
of the Country. Moratorium on all the proceedings
against the company is continued in terms of order of
Hon'ble Supreme Court dated 20.01.2020
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The Hon'ble Supreme Court has, vide its order dated
20.01.2020, granted moratorium against the institution of
proceedings, continuation of the existing proceedings and
enforcement of the orders that may have been passed
against the Company. The aforesaid order reads as under:
"(vii) Pending further orders of this Court, there shall be
a moratorium against the institution of proceedings
against Unitech Limited and its subsidiaries. The
moratorium shall also extend to existing proceedings
against the company as well as enforcement of orders
that may have been passed against the company."
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6.
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With regard to the unclaimed and unpaid amounts
pertaining to matured deposits and interest accrued
thereon, the Company has informed us that a number
of depositors have put in claims which are pending
before various judicial 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.
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Chapter 8 of the Resolution Framework deals with the subject
of Fixed Deposits, which is awaiting final adjudication from
the Hon'ble Supreme Court. However, the fact that they
would only be paid the Principal Amount (without any
interest) has already been accepted by the Hon'ble Supreme
Court while allowing refunds to the FD holders from time
to time on grounds of Medical Exigencies. The amount of
repayment is also released by the Registry of the Hon'ble
Court from out of the deposits lying with the Registry on
Unitech's account. The Company has not accepted or re¬
paid any matured FD amount at its own level.
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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, the Related Party Transactions (RPTs) under section
188 of the Companies Act, 2013 and regulation 23 of the
Listing Regulations were placed before the Audit Committee
and the Board. All contracts/ arrangements/ transactions
made by the Company during the relevant year with the
Related Parties were in the ordinary course of business and
on an arm's length basis.
As detailed in Note No. 43 of Standalone Financial Statement,
the Company has not entered into any transaction with
Related Parties during the year under report, which could
be considered material in accordance with the policy of the
Company on materiality of Related Party Transactions. In view
of the same, giving particulars of contracts or arrangements
with the Related Parties in Form AOC-2 is not required for
the year under review. The Company has framed a policy
on dealing with Related Party Transactions and the same is
available at Company's website www.unitechgroup.com.
Your Directors draw your attention to Note No. 43 to the
Standalone Financial Statement, which sets out the related
party disclosures.
The State of the Company's Affairs
1. The Members are informed that the Company has a
total of 74 incomplete residential and 10 commercial
projects at 11 pan-India locations in 7 states. The
Management has initiated the construction activities
in 51 residential and commercial projects. In case
of all other projects, the requisite pre-construction
processes and statutory approvals are under process,
some of which are pending directions from the Hon'ble
Supreme Court.
2. One major cluster of projects is at Gurugram (Haryana)
accounting for about 7,000 Homebuyers in various
projects. The Management has been able to obtain the
requisite approvals (like renewal of licences, additional
licenses, approval of layout and zoning plans, building
plans and Occupation Certificates) from the Department
of Town & Country Planning, Haryana in respect of
majority of these projects from time to time. The issue
of renewal of License in respect of the Rewari Project
is still pending consideration of the Hon'ble Supreme
Court.
The Environmental Clearance in respect of only one
project in Gurugram (Uniworld Resorts) is still under
process due to the non-constitution of the State
Expert Appraisal Committee (SEAC) and the State
Environment Impact Assessment Authority (SEIAA) by
the State Government of Haryana. It is pertinent to note
that the works at a number of projects in Gurugram,
Ambala and Mohali have already commenced on the
ground.
3. The Projects at Kolkata, Chennai and Bengaluru have
not been able to take off due to pendency of grant
of approvals of the competent authorities qua the
Layout Plans, Building Pans and the ECs in case of
these projects even though contracts have already
been awarded for certain parts of these projects.
The Management is vigorously following up with the
respective State Authorities in this respect. In case of
Kolkata Project, however, the bottleneck with respect
to the approval of Plantation Plan, which is a kind of
NoC and is held-up for a long time. Likewise, the grant
of Environment Clearance (EC) is also held up with the
SEAC/ SEIAA. The Management now plans to place
the matter before Hon'ble Supreme Court for required
directions to the concerned authorities.
4. In the case of Noida based projects, which account
for the second largest cluster of Homebuyers after
Gurugram, there have been significant developments.
In compliance of the directions of the Hon'ble Supreme
Court dated 01.02.2023, the new Management of
Unitech Group uploaded the Revised Layout Plans
in respect of Sector 96-97-98, Noida on OBPAS (the
designated portal of Noida Authority) on 08.02.2023.
Similarly, revised building plans in respect of the project
at Sector-113, Noida were uploaded on 08.02.2023. The
Revised Building Plans in respect of Sector-117, Noida
were submitted vide application No. 2023/02/08/8434.
Despite having obtained the clearances required prior
to the approval of the Building Plans, Noida Authority
was reluctant to approve the Layout Plan/ Building Plan
in respect of Noida-based projects. As such, the matter
was referred to the Hon'ble Supreme Court once again.
The same was deliberated upon by the Hon'ble Court
in its various hearings held on 09.10.2023, 03.11.2023
and 12.04.2024. Further, after the final direction was
issued by the Hon'ble Court on 26.04.2024, the Layout
Plans and Building Plans were approved/ re-validated
in respect of parts of the projects on 30.05.2024 by
the Noida Authority. Thereafter, the Environment
Clearance (EC), Consent to Establish (CTE) and other
statutory clearances were also obtained from the
respective Competent Authorities. This has helped the
Company to commence work on all the three projects
qua the areas already sold to the Homebuyers. It is
apprised that the Unitech Management made a further
submission before the Hon'ble Supreme Court for
approval of plans for the balance area of the project
land vide IA No. 241599/ 2024. The matter was heard
by the Apex Court and has directed the Noida Authority
to approve the pending Layout Plans/ Building Plans
in respect of the Noida-based projects vide its order
dated 21.05.2025. Accordingly, a representation was
submitted to the Noida Authority on 02.06.2025 and the
said matter remains under consideration by the Noida
Authority. Further, all observations raised by the Noida
Authority on 02.06.2025, 13.06.2025 and 11.07.2025
have also been replied to by the Company, which stand
cleared. However, the requisite approvals in respect of
the 03 Noida based Projects from the Noida Authority
are still awaited.
5. During the year under review, the matter of sale of
Unitech Power Transmission Limited (UPTL) was also
under consideration. As informed to the Members
earlier also, since the value offered by M/s Jakson
Limited was found to be the highest among all the
bidders, it was allowed to conduct Due Diligence as
per the process note prepared by E&Y in consultation
with UPTL to facilitate the highest bidder to submit its
Binding Offer on or before 17.06.2023. Eventually, the
Binding Term Sheet for an amount of Rs. 65 Crore was
received on 17.06.2023, along with a BG of Rs. 1.00
Crore. The highest bidder had subsequently agreed
to improve its offer to Rs. 67.00 Crore. The Board had
approved the proposal by Circulation on 11.08.2023.
However, the said transaction could not materialize as
M/s Jakson delayed the process and finally offered a
price of Rs. 47.50 crore, which was not acceptable to
the Company. Finally, they backed out from the deal.
Thereafter, the Management started exploring other
Investors and sought Expressions of Interest during
the FY 2024-25. Subsequent thereto, after the exit
of M/s Jakson Limited from the acquisition of UPTL,
two new Bidders, namely (i) M/s R&C Infraengineers
Private Limited, and (ii) M/s Auro Infra Private Limited
approached the Management and showed interest
in acquisition of 100% equity stake of UPTL. Since
the bid received from M/s Auro Infra Private Limited
(AIPL) was on the higher side i.e. Rs. 50.89 Crore, the
BoD of M/s Unitech Limited in its meeting held on
26.06.2024 approved the proposal for 100% equity
disinvestment of UPTL, at the negotiated price of Rs.
50.89 Crore on "as-is-where-is" basis in favour of M/s
Auro Infra Private Limited be subject to final approval
of the Hon'ble Supreme Court. Thereafter, the BoD of
M/s Unitech Limited in its meeting held on 08.08.2024
decided for going public by using the Swiss Challenge
Route so that by the time the Management submitted
its proposal for disinvestment of UPTL before the
Hon'ble Supreme Court, it would have already
exhausted the Swiss Challenge route also. Subsequent
thereto, the approval of the BoD of M/s Unitech Limited
was accorded on 13.09.2024 for the 100% equity
disinvestment of M/s Unitech Power Transmission
Limited (UPTL) at a price of Rs. 50.89 Crore on "as-
is-where-is-whatever-is-basis", in favour of M/s Auro
Infra Private Limited, pursuant to the Swiss Challenge
Method and subject to final approval of the Hon'ble
Supreme Court. Further thereto, an IA (No. 229159 of
2024) was filed on 30.09.2024 in the Hon'ble Supreme
Court, seeking its approval for the disinvestment of
UPTL to M/s Auro Infra Private Limited. The Hon'ble
Supreme Court approved the disinvestment of UPTL
vide its order dated 11.12.2024. Subsequently, the BoD
of M/s Unitech Limited in its meeting held on 17.01.2025
approved the proposal for 100% equity disinvestment
of M/s Unitech Power Transmission Limited (UPTL), at
a price of Rs. 50.89 Crore on "as-is-where-is-whatever-
is" basis, in favour of M/s Auro Infra Private Limited,
pursuant to the approval of the Hon'ble Supreme
Court vide its order dated 11.12.2024. The BoD in the
aforesaid meeting also approved the sale of the entire
shareholding of the Company in M/s Unitech Power
Transmission Limited, in favour of M/s Auro Infra
Private Limited, on such terms and conditions as set
out in the Share Purchase Agreement. In furtherance
thereto, the Share Purchase Agreement amongst M/s
Unitech Limited, six (06) subsidiary companies (holding
10 shares each jointly with M/s Unitech Limited), M/s
Unitech Power Transmission Limited and M/s Auro
Infra Private Limited was executed on 11.03.2025. The
consideration amount of Rs. 50.89 Crore has also been
received from M/s Auro Infra Private Limited via RTGS
on 11.03.2025 in the Pool Account of M/s Unitech
Limited and 100% equity shareholding of Unitech
Limited in UPTL has been transferred in favour of M/s
Auro Infra Private Limited on 13.03.2025. Further, AIPL
is now taking care of all the existing projects of UPTL
in line with the provisions contained in the SPA dated
11.03.2025.
6. The Hon'ble Supreme Court, vide its order dated
18.05.2022, appointed Justice (Retd.) A. M. Sapre
to be associated with every stage of tendering
process and that the same be carried out under his
supervision. Based on the ground-work done by PMCs,
it was estimated that about 130-135 Tenders would
be required to be floated for completion of all the 74
residential and 12 commercial projects. Since, it was
practically not possible to float all the Tenders in one
go, the Management decided to float these Tenders
in four to five Lots, each Lot comprising about 30-35
Tenders, as also submitted before the Hon'ble Supreme
court vide ATR-IV. As the Members are already aware,
the Unitech Management after seeking the approval of
the BoD and Justice (Retd.) A.M. Sapre in the month of
December 2022, floated a total of 35 Tenders as part
of Lot-1 on 02.01.2023. After the completion of Bid
Management process and approval of BoD and Justice
Sapre, a total of 15 Tenders were submitted to the
Hon'ble Supreme Court seeking directions for award
of Contracts. Further, after the approval of BoD and
Justice (Retd.) A.M. Sapre, the Management floated 51
Tenders as part of Lot-2 on its website on 08.05.2023 and
09.05.2023. After the completion of Bid Management
Process for Lot-2 Tenders, a total of 34 Tenders were
approved by the BoD and Justice Sapre on 18.08.2023,
and the same were submitted in Hon'ble Supreme
Court for seeking their approval for awarding the
Contracts to successful Bidders. The Hon'ble Supreme
Court permitted the Unitech Management to award
contracts in respect of 49 (15 34) Tenders qua Lot-1
& Lot-2 on 03.11.2023. In furtherance to the aforesaid
order dated 03.11.2023, the Management uploaded the
list of these approved 49 Tenders at the Company's
website on 04.11.2023 and issued Letters of Intent
(LoIs) to all the 23 Contractors to whom 49 Tenders of
39 Projects were awarded to comply with the requisite
formalities for signing the Contract Agreements.
Simultaneously, after seeking the approval of the BoD
in its meeting held on 26.10.2023, the company floated
55 Tenders as part of Lot-3 on 07.11.2023/ 08.11.2023.
After the completion of Bid Management Process for
Lot-3 Tenders, a total of 38 Tenders were approved by
BoD and Justice Sapre on 16.02.2024 and the same
were submitted in the Hon'ble Supreme Court for
approval for award of Contracts to successful Bidders,
which was allowed by the Hon'ble Court vide its orders
dated 26.04.2024. Similarly, the Management after
getting the approval of the BoD in its meeting held on
25.04.2024. floated 31 Tenders on 10.06.2024 as part
of Lot-4. After the approval of the BoD on 13.11.2024,
followed by the recommendation of Justice (Retd.)
A.M. Sapre on 28.11.2024, 23 Tenders were awarded
to successful L-1 bidders in December, 2024 pursuant
to the order dated 04.12.2024 of the Hon'ble Supreme
Court. Further, 17 Tenders were floated as part on Lot-
5 on 30.12.2024. Out of these 17 Tenders, 10 Tenders
were finalized/ approved to be awarded as part of Lot-5
in the meeting of the BoD held on 03.04.2025, subject
to the approval by Justice (Retd.) A.M. Sapre and the
Hon'ble Supreme Court. Justice (Retd.) A.M. Sapre
recommended the award of the aforesaid Tenders on
19.04.2025. The approval in this respect is still awaited
from the Hon'ble Supreme Court.
7. Separately, keeping in view that the works on various
structures of buildings left incomplete by the erstwhile
management had been lying stalled for a number of
years, it was decided to get Health Safety Audit of all
these buildings carried out from institutes of eminence.
The Hon'ble Supreme Court was also apprised about
the same through Action Taken report - III. Services
of IIT Roorkee were availed for this purpose for all
the under-construction buildings within NCR area, IIT
Madras for the projects at Bangalore and Chennai, and
Jadhavpur University for Kolkata based projects. In the
process, the Heath Safety Audit and proof-checking
of structure designs of a total of 179 Towers and 13
basements were carried out in respect of 27 Projects.
While the buildings have been found largely safe, the
experts have pointed out the need for carrying out
Retrofitting works to address the deficiencies observed
during these tests. Accordingly, a total of 28 Tenders
were floated for the Retrofitting Works along with the
general Lot-3 Tenders. Contracts have been awarded in
case of 25 Tenders pursuant to the approval of the BoD,
Justice Sapre and the Hon'ble Supreme Court. Reports
of the concerned institutes have also been uploaded
on the Company's website. Further Lot-4 Tenders,
which comprised of 31 main and 07 Retrofitting
Tenders, were floated on 10.06.2024. However, no
Retrofitting Tender was awarded as part of Lot-4.
Subsequently, Lot-5 Tenders, comprising of 16 main
and 01 Retrofitting Tender, were floated on 30.12.2024
and after completion of the Bid Management process,
10 Tenders (including 01 Retrofitting Tender of
Cascades- Kolkata) of Lot-5 were approved by BoD in
its meeting held on 03.04.2025. After the approval of
the BoD, Justice (Retd.) A.M. Sapre gave his approval
for the same on 19.04.2025. Subsequent thereto, the
recommendation/ approval of Justice (Retd.) A.M.
Sapre has been submitted to the Hon'ble Supreme
Court and the award of contracts in case of 10 Tenders
of Lot-5 is awaiting approval from the Hon'ble Court.
The matter is likely to be heard on the next date of
hearing scheduled for 17.09.2025.
3. M/s Unitech Limited, in accordance with the directions
of the Hon'ble Supreme Court vide its order dated
03.11.2023, uploaded the Revised Payment Plan on
its website. The Revised Payment Plan, as approved
by the Hon'ble Supreme Court, envisages payment
of balance dues in quarterly installments linked with
the tentative completion schedule of the project, and
the last 5% payable at the time of offer of possession.
Further, the Hon'ble Supreme Court has held that any
delay in payment as per the Revised Payment Plan
would attract interest @9% per annum on the amount
of default for the period of default. The demand for
payment of balance dues is raised only after the works
are commenced at site. Further, as per the Hon'ble
Supreme Court directions dated 03.11.2023, para 6(iii),
the Homebuyers who change their options from Refund
to Possession and who had received partial refunds
earlier through the Registry/ Ld. Amicus Curiae, were to
repay the principal amount which was earlier refunded
to them within a period of eight (8) weeks of their opting
for Possession. Accordingly, the repayment of partially
refunded amount was to be made by 15.02.2024.
Further to the above, the Management of M/s Unitech
Limited, keeping in view the spirit of observations of
the Hon'ble Supreme Court during the hearing held
on 26.04.2024, decided to give a final/ last opportunity
to the Homebuyers continuing with Refund options to
change their options from Refund to Possession by
sending emails to this effect to the dedicated email
ID refundtopossession@unitechgroup.com by or
before 2400 hours on 31st May, 2024. A total of 1,954
Homebuyers had changed their options from "Refund"
to "Possession" till 31.05.2024, pursuant to the
directions of the Hon'ble Supreme Court issued vide
its orders dated 17.08.2021 and thereafter vide its order
dated 03.11.2023. As a result of the above, the Unitech
Group was left with a total of 1,657 Homebuyers,
who had not changed their options during the period
granted for the purpose. The details of these refund¬
seeking Homebuyers were uploaded on the website
of the Company on 12.09.2024. Subsequently,
the Management received representations from a
considerable number of Homebuyers requesting for
one more opportunity for the change of options from
"Refund" to "Possession". Considering their requests,
the Board of Directors decided to give one final and
last opportunity to the Homebuyers, for which a Public
Notice was uploaded on the website on 18.11.2024.
The Notice was also published in various leading
newspapers on 01.12.2024, namely, Times of India (all
editions), The Tribune (all editions), Dainik Jagran (Delhi
NCR edition), The Telegraph (Eastern Region), Deccan
Chronicle (Chennai Edition) and Bangalore Mirror
(Bangalore Edition). The Homebuyers were given
this last and final opportunity upto 31.12.2024. After
scrutiny of all the e-mails received on the designated
e-mail ID (refundtopossession@unitechgroup.com)
upto 2400 hrs on 31.12.2024, the Management was
left with a total of 1,065 Homebuyers, refund-seeking
Homebuyers. This list was published on the Unitech
portal on 07.02.2025. Subsequently, representations
from 15 Homebuyers providing documentary evidence
were submitted supporting their change of option from
"Refund" to "Possession" which were allowed. This
leaves a total of 1,050 Homebuyers in Refund category.
9. The Directors would like to apprise the Members that
refund to the tune of Rs. 83.80 Crore was recommended
by Justice A.M. Sapre in the case of 220 Homebuyers
on grounds of medical exigencies, which was also
approved by the Hon'ble Supreme Court vide its order
dated 13.10.2022. As on 31.03.2025, refunds to the
tune of Rs. 74.84 Crore have already been made to 198
homebuyers, with Rs. 8,95,14,959/- still remaining to
be disbursed, for which relevant papers have not been
received. Likewise, in the second round, refunds to the
tune of Rs. 13.85 Crore were recommended by Justice
A.M. Sapre in the case of 27 Homebuyers on grounds
of medical exigencies, which was also approved
by the Hon'ble Supreme Court vide its order dated
15.04.2024. Refunds to the tune of Rs. 9.99 Crore have
been disbursed to 21 homebuyers as on 31.03.2025.
10. The Management vide public notice dated 28.02.2025
published on the website of the Company had informed
the stakeholders that the Hon'ble Supreme Court had
directed the Company vide its order dated 06.02.2025
to invite applications for refund of the principal amount
from senior citizen Homebuyers, aged 75 years and
above, for processing their requests. Accordingly,
the Company invited applications from the refund¬
seeking Homebuyers who were senior citizens aged
75 years or above for the purpose, the eligibility
criteria being that the concerned Homebuyer should
be in the list of refund seeking Homebuyers and that
the applicant should be a senior citizen of 75 years or
more as on the date of submission of application. The
eligible Homebuyers could submit their claims on the
dedicated portal available on Unitech Group website.
The Company in accordance with the direction of the
Hon'ble Supreme Court was required to verify each
claim within four weeks of receiving the complete
application. If the claim was found to be valid, the
Unitech was required to submit the details thereof to
the Hon'ble Supreme Court for further directions. In
this regard, a total of five applications were received by
the Company till 31.03.2025, followed by another five
applications upto 31.07.2025. Refunds in these cases
are awaiting approval of Hon'ble Supreme Court.
11. The Members are apprised that only 7,595 out of a total
of 16,450 Homebuyers had registered/ updated their
contact details on the website as on 07.02.2024. A Public
Notice was uploaded on the website on 08.02.2024
calling upon the Homebuyers to update their contact
details. However, it was found that out of 16,450
Homebuyers, only 9,609 had updated their Contact
details on the system as on 15.10.2024. Accordingly,
another Public Notice was uploaded on the website
on 16.10.2024 requesting them to update their Contact
details by 30.11.2024, which was later extended up
to 31.12.2024, failing which the Management may
be constrained to treat the remaining Homebuyers
as non-existing Homebuyers and initiation of action
under the Benami Transactions (Prohibition) Act, 1988.
This Notice was also published in various newspapers
on 18.10.2024, covering all the locations of Unitech's
projects under development. Pursuant to the above,
after taking into account (i) cancellation of units; and
(ii) corrections in the status of units in respect of which
possessions to the Homebuyers had already been
given earlier, the total number of Homebuyers now
stands at 15,755 out of which 12,312 had registered/
updated their Contact details on the website of the
Company as on 31.03.2025, leaving a gap of 3,443
Homebuyers who have still not updated their Contact
details.
12. The Members are apprised further that 59 statutory
approvals have been obtained for the Haryana based
projects, which were required to be in place prior to the
commencement of construction activities at various
projects across the state. A total of 24 approvals of
Environmental Clearances (ECs), Consent to Establish
(CTE) and Consent to Operate (CTO) pertaining to
Unitech's pan-India projects have also been obtained.
Likewise, the new Management had also obtained 31
Labour Licenses for the projects, forming part of Lot-
1, Lot-2 and Lot-3 tenders, in respect of which the
contracts have been awarded.
13. The Members are also apprised that the new
Management had inherited from the erstwhile
Management the non-compliance pertaining to non¬
deposition of Tax Deducted at Source (TDS), which
had been deducted from the salaries of a large number
of ex-employees/ other employees for a period of
about 5 years, as stipulated in section 192 of Income
Tax Act, 1961. The total dues (principal amount) that
were required to be deposited with the Income Tax
Authorities were to the tune of Rs. 23.05 Crore. The
new Management had filed an IA before the Hon'ble
Supreme Court in this behalf and the Hon'ble Court
vide its order dated 17.03.2025 directed the Registry
to release the amount of Rs. 23,04,97,766/- into the
Bank Account of M/s Unitech Limited. After receiving
the aforesaid amount from the Registry of the Hon'ble
Supreme Court, M/s Unitech Limited deposited the TDS
amount through challans as required under applicable
law and filed the requisite correction statements with
the IT Department within the prescribed timelines.
Further, the Deputy Commissioner of Income Tax,
vide letter dated 08.04.2025, also confirmed that the
Company had complied with the directions of the
Hon'ble Supreme Court. The Company has also filed
a compliance report to the Hon'ble Supreme Court by
way of an affidavit.
Amount, if any, proposed to be carried to any Reserves
As the Company has been 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, 2025.
Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The details pertaining to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo of
the Company are enclosed herewith in Annexure-2.
Risk Management
The 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-3, which may be
read as an integral part of the Board Report.
Internal Financial Control for Financial Statements
The Board of Directors have been reviewing the sufficiency
of existing internal control systems and assessing the
need to bring better financial control measures, which are
commensurate with the size of the business of the Company.
Audit and Risk Management Committee
The composition of the Audit and Risk Management
Committee is provided in the Corporate Governance Report,
which forms an integral part of the Board Report.
Vigil Mechanism
Pursuant to section 177 (9) of the Companies Act, 2013,
read with rules made thereunder and regulation 22 of the
Listing Regulations, the Company has Vigil Mechanism
for Directors and Employees to report genuine concerns.
The policy has been posted at Company's website i.e.
http://www.unitechgroup.com/investor-relations/whistle-
blower-policy.asp. During the year under review, the
Company has not received any complaint 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. The Particulars of Deposits covered
under Chapter V of the Companies Act, 2013 are as follows:
|
Particulars
|
Details
|
|
Amount of Deposits accepted
during the financial year 2024¬
25.
|
NIL
|
|
Amount of Deposits remaining
|
Rs. 529.13 Crore (Principal Amount)
|
|
unpaid or unclaimed during the
year, i.e. as on 31.03.2025
|
|
|
|
Whether there has been
|
(i)
|
The Company had filed an application in March 2015 before the Hon'ble CLB
|
|
any default in repayment of
|
|
[Now NCLT] for seeking, inter-alia, re-scheduling of repayment of Fixed Deposits.
|
|
Deposits or Interest thereon;
|
|
The Hon'ble National Company Law Tribunal, New Delhi (NCLT) dismissed the
|
|
and if so the number of times
|
|
said application. The appeal against the said order was also dismissed by the
|
|
and the total amount involved-
|
|
Hon'ble NCLAT vide its order dated 31st January, 2017.
|
|
- At the beginning of the
|
(ii)
|
Some Depositors filed intervention applications (IAs) before the Hon'ble
|
|
year
|
|
Supreme Court in the matter of homebuyers of the Company. Considering their
|
|
- Maximum during the year
|
|
applications, the Hon'ble Supreme Court directed the Ld. Amicus Curiae to create
a web-portal where the Depositors could provide their requisite information.
|
|
- At the end of the year
|
|
Accordingly, in compliance of the ibid direction, the Ld. Amicus Curiae created a
|
|
Details of Deposits which are
|
|
web-portal for the purpose.
|
|
not in Compliance with Chapter
|
(iii)
|
Hon'ble Supreme Court vide its order dated 12th December, 2019, allowed
|
|
V of the Companies Act, 2013
|
|
refunds to FD holders who were senior citizens, aged 60 years and above. Ten
per cent of the amount deposited with the Registry at that time i.e. Rs. 17.4 Crore
was allocated for the purpose. Having regard to the huge number of FD holders,
who had registered themselves on the web-portal, the Hon'ble Court allocated a
further sum of Rs. 30 Crore for distribution amongst them. The additional amount
of Rs. 30 Crore was also to be disbursed to FD holders of the age group of 60
years and above, in terms of the earlier direction/s. Out of the allocated sum of
Rs. 47.40 Crore allocated, an amount of Rs. 31.23 Crore has been disbursed as
per the report of the Registry of the Hon'ble Supreme Court.
|
| |
(iv)
|
Further, the Hon'ble Supreme Court, on recommendations of Justice (Retd.)
A.M. 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 1st February,
2023 on grounds of Medical Exigencies. As on 31.03.2025, a total of Rs. 12.94
Crore out of Rs. 13.19 Crore has been refunded to 506 FD Holders.
|
| |
(v)
|
The Hon'ble Supreme Court had approved the release of an amount of Rs.
5,71,12,785/- for payment of principal amount of FDs to 163 FD Holders, vide its
order dated 15.04.2024 on grounds of medical exigencies. As on 31.03.2025, an
amount of Rs. 5,62,76,181/-, out of Rs. 5,71,12,785/-, has been refunded to 156 FD
Holders.
|
| |
(vi)
|
The Hon'ble Supreme Court, vide its order dated 26.04.2024, approved the
release of an amount of Rs. 12.00 lakh for payment of the principal amount of
Fixed Deposits to 02 (two) FD holders on grounds of medical exigencies. The said
amount of Rs.12.00 lakh has already been disbursed as on 31.03.2025.
|
| |
(vii)
|
Accordingly, the matter pertaining to public deposits is presently before the
Hon'ble Supreme Court as addressed in Chapter 8 of the Resolution Framework.
Hence, the final action in this behalf would depend on the finality of the matter at
the level of the Hon'ble Apex Court.
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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-4, forming
part of this report.
During the year under review, no employee was drawing
remuneration of Rs 1.02 Crore per annum, which is required
for inclusion in the statement containing particulars of
employees, as required under section 197 of the Companies
Act, 2013, read with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Significant and Material Orders
During the year under review, apart from various Orders
passed by the Hon'ble Supreme Court, there were no
significant and material orders passed by the regulators or
tribunals that may impact the 'going-concern-status' and
Company's operation in future.
Details of applications made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 during the
year, along with their status as at the end of the financial
year
During the year under review, no application was made
nor was any proceeding pending under the Insolvency and
Bankruptcy Code, 2016, as per the records available with the
Company.
Details of difference between the amount of valuation done
at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions
along with the reasons thereof
The same is not applicable for the year under review.
Cost Accounts and Cost Auditors
The Company is required to make and maintain cost records
as specified by the Central Government under sub-section
(1) of section 148 of the Act. The appointment of M/s Pant S.
& Associates (FRN: 101402) as Cost Auditors of the Company
for conducting audit of cost records for FY 2025-26 was
approved in the meetings of the Audit and Risk Management
Committee (ARMC) and the BoD held on 13.08.2025. The
remuneration to be paid to the Cost Auditor for FY 2025¬
26 will be placed before the Members for ratification in the
ensuing Annual General Meeting (AGM) of the Company.
Further, the observations of the Cost Auditor as given in
his Cost Audit Report for the Financial Year for FY 2024¬
25 are given herein below along with the response of the
Management on the same:
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Cost Auditor's
Observations
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Management Response
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Company has to maintain
detail of area constructed
during the financial year
that detail is not available
at Company's end. Instead
of area constructed,
Company has mentioned
each project as different
service and mentioned one
(01) quantity against each
project.
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The Company has been
maintaining the details
of each project as one
single entity, as a standard
practice from its inception,
since calculations of
amounts spent qua the area
constructed each unit-wise
is practically not feasible,
especially when common
expenses are incurred
on provision additional
common facilities within
the project, such as, internal
circulation Roads, Water
supply, Sewage and Strom
Water Drainage systems,
Electrical infrastructure,
STPs etc.
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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 complaints
were reported to the Management.
Compliance of the provisions relating to the Maternity
Benefit Act, 1961
The Company is duly complying with the provisions relating
to the Maternity Benefit Act, 1961.
Acknowledgments
Your Directors wish to place on record their deep sense of
appreciation for the overall guidance and support from the
Hon'ble Supreme Court, co-operation received from the
Members, Government authorities, customers and vendors.
Your Directors also wish to place on record appreciation
for the contribution made by each and every employee
of the Company. The Directors are also thankful to all the
stakeholders for their continued help, assistance and support.
For and on behalf of Board of Directors
For M/s UNITECH LIMITED
(Yudhvir Singh Malik)
Chairman & Managing Director
Unitech Group of Companies
DIN: 00000555
Date: 13th August, 2025
Place: Gurugram
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