(xiv) Provisions, contingent liabilities and contingent assets
Provisions: Provisions are recognized in respect of liabilities, which can be measured only by using a substantial degree of estimates when:
(i) the Company has a present obligation as a result of a past event;
(ii) a probable outflow of resources embodying economic benefits will be required to settle the obligation; and
(iii) the amount of the obligation can be reliably estimated.
Reimbursement expected in respect of expenditure required to settle a provision is recognized only when it is virtually certain that the reimbursement will be received.
Contingent Liability: Contingent liability is disclosed in the case of:
(i) a present obligation arising from a past event, when it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
(ii) a possible obligation, that arises out of past events and the existence of which will be confirmed only by one or more uncertain future events unless the probability of outflow of resources is remote.
Contingent Assets: Contingent assets are neither recognized nor disclosed. However, when realization of income is virtually certain, related asset is recognized.
(xv) Cash & cash equivalents
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of twelve months or less. Cash flow statement is prepared using the indirect method.
(xvi) Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average numbers of equity shares outstanding during
the period are adjusted for events of bonus issue, a share split and share warrants conversion.
Diluted earnings per share is calculated by adjusting net profit or loss for the period attributable to equity shareholders and the weighted number of shares outstanding during the period for the effect of all dilutive potential equity shares.
Further, where the statement of profit and loss includes extraordinary items, the Company discloses basic and diluted earnings per share computed on the basis of earnings excluding extraordinary items (net of tax expenses).
(xvii) Fair value measurement
The Company is required to measure the financial instruments at fair value at each Balance Sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
(i) In the principal market for the asset or liability, or
(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities, for which fair value is measured or disclosed in the financial statements, are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of the nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained above.
(xviii) Financial instrument
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets includes trade receivable, loan to body corporate, loan to employees, security deposits and other eligible current and non-current assets. Financial liabilities include Loans, trade payables and eligible current and non-current liabilities.
(1) Classification
The Company classifies financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss on the basis of both:
(i) the entity's business model for managing the financial assets; and
(ii) the contractual cash flow characteristics of the financial asset.
A financial asset is measured at amortized cost if both of the following conditions are met:
(i) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
(ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
(i) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
(ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A financial asset is measured at fair value through profit or loss unless it is measured at amortized cost or at fair value through other comprehensive income.
All financial liabilities are subsequently measured at amortized cost using the effective interest method or fair value through profit or loss.
(2) Initial recognition and measurement
The Company recognizes financial assets and
financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value at initial recognition, plus or minus, any transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss.
(3) Financial assets subsequent measurement
Financial assets are subsequently measured at amortized cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL), as the case may be, except for the investments where no information is available with the Company. Such investments are subsequently measured at cost. Financial liabilities are subsequently measured at amortized cost or fair value through profit or loss.
(4) Effective interest method
The effective interest method is a method of calculating the amortized cost of a debt instrument and allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognized in profit or loss and is included in the "Other income" line item.
(5) Trade receivables
Trade receivables are the contractual right to receive cash or other financial assets and recognized initially at fair value. These are subsequently measured at amortized cost (Initial fair value less expected credit loss). Expected credit loss is the difference between all contractual cash flows that are due to the Company and all that the Company expects to receive (i.e. all cash shortfall), discounted at the effective interest rate.
(6) Equity investments
All equity investments in the scope of IND AS 109 are measured at fair value other than investments in subsidiary, associate & Joint Venture which are stated at cost as per IND AS 27 'separate financial statement'. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The
Company makes such election on an instrument - by - instrument basis. For other equity instrument due to non-availability of sufficient and recent information, cost is taken as appropriate estimate of fair value with reference to IND AS 109 'financial instrument'.
(7) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short¬ term deposits with an original maturity of twelve months or less, which are subject to an insignificant risk of changes in value.
(8) Financial liabilities
Financial liabilities are recognized initially at fair value less any directly attributable transaction costs. These are subsequently carried at amortized cost using the effective interest method or fair value through profit or loss. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
(9) Trade payables
Trade payables represent liabilities for goods and services provided to the Company prior to the end of financial year and which are unpaid. Trade payables are presented as current liabilities unless payment is not due within 12 months after the reporting period or not paid/ payable within operating cycle. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
(10) Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability
becomes payable on demand on the reporting date, the Company does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to demand payment as a consequence of the breach.
(11) Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of Company after deducting all of its liabilities. Equity instruments are recognized at the proceeds received, net of direct issue costs.
(12) Derecognition of financial instrument
The Company de-recognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for de¬ recognition under IND AS 109. A financial liability (or a part of a financial liability) is de-recognized from the Company's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
(13) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
(14) Financial guarantee
Financial guarantee contracts issued by the entities are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of IND AS 109 and the amount recognized less cumulative amortization.
(xix) Non-current assets held for sale/ distribution to owners and discontinued operations
The Company classifies non-current assets (or disposal groups) as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. Held for sale is classified only if
the asset (or disposal group) is available for immediate sale in its present condition subject only to the terms that are usual and customary for sale for such assets (or disposal group) and its sale is highly probable i.e. management is committed to sale, which is expected to be completed within the period of contract, as may have been extended by the term of the contract or otherwise. Sale transactions include exchanges of non-current assets for other non-current assets when the exchange has commercial substance. Non-current assets (or disposal group) that is to be abandoned are not classified as held for sale. Non-current assets held for sale and disposal groups are measured at cost as the fair value is not available with the Company the lower of their carrying amount and the fair value less costs to sell. Assets and liabilities classified as held for sale are presented separately in the balance sheet.
Interest and other expenses attributable to the liabilities of a disposal group classified as 'held for sale' will continue to be recognized.
Non-current asset (or disposal group) is reclassified from 'held to sale' if the criteria are no longer met and measured at lower of:
(i) Its carrying amount before the asset (or Disposal group) was classified as held for sale, adjusted for any depreciation, amortization or revaluations that would have been recognized had the asset (or disposal group) not been classified as held for sale; and
(ii) Its recoverable amount at the date of the subsequent decision not to sell.
Any adjustment to the carrying amount of a non-current asset that ceases to be classified as held for sale is charged to profit or loss from continuing operations in the period in which criteria are no longer met.
A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed-off, or is classified as held for sale, and:
(i) represents a separate major line of business or geographical area of operations;
(ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or
(iii) is a subsidiary acquired exclusively with a view to re-sell.
37. GOING CONCERN
The Company has incurred losses in the current and previous years. The Company has huge challenges in meeting its operational obligations, current liabilities including outstanding dues to the statutory authorities, Bank Loans and Public Deposits. The Board of Directors of the Company, as appointed by the Union of India with the approval of Hon'ble Supreme Court, is in the process of estimating the contractual liabilities and the final outcome of contingent liabilities from the realizable value of available assets at the contracted value in the current form, which is an on-going activity.
In compliance of the directions of the Hon'ble Supreme Court, as contained in its order dated 20th January 2020, the newly appointed Board of Directors 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 before the Hon'ble Supreme Court on 05.02.2021 and 08.08.2022, vide which the Hon'ble Supreme Court has been requested to grant certain concessions and reliefs so that the Company is able to fulfill its obligations towards the construction and completion of in-complete projects and meet other liabilities. Apart from the mandate of completion of various projects and handing over the completed units to the Homebuyers, the Government appointed Board of Directors has taken a comprehensive view of all pending and other projects and made proposals qua other issues which have a bearing on the Company operating as a going concern. These include various other liabilities and suggested a road map for addressing the same. Though the Hon'ble Supreme Court has yet to take decisions in principle on these issues, clear messages have been given on issues like treatment of refunds to Homebuyers and resultant units becoming a part of the unsold inventory of Unitech, the FD holders being released only the principal amounts of their FDs, and so on and so forth. Even in the case of Noida and Greater Noida Authorities, the Hon'ble Court has deferred the issue of determination of their outstanding dues after hearing the new management and the authorities. As regards the dues of secured creditors, it is important to keep in view that they are having rights over land assets mortgaged to them, the monetization of which in due course should help in meeting a considerable part of their dues. The reasons for opting against the winding up of the Company or its reference under IBC have also been explained in the application filed with the Resolution Framework. Pending a final decision of the Hon'ble Supreme Court, the Financial Statements have, accordingly, been drawn on an on-going basis.
(b) Valuation techniques used to determine Fair value
The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Note 38 (ii) Financial Risk Management
The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk. The company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, trade and other receivables and cash and cash equivalents that are derived directly from its operations
The Company's activities are exposed to market risk, credit risk and liquidity risk.
(I) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company's position with regard to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of the fixed rate and floating rate financial instruments in its total portfolio.
(b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has no foreign currency loans in current year end and previous year. Therefore no sensitivity is provided.
(c) Price Risk
The company exposure to equity securities price risk arises from the investments held by company and classified in the balance sheet at fair value through profit and loss.
II. Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appro¬ priate, as a means of mitigating the risk of financial loss from defaults. The company's credit risk exposure towards its counterparties are continuously monitored . Credit exposure of any party is controlled, reviewed and approved by the appointed company official in this regard.
(ix) Commitments
(a) Estimated value of contracts in capital account remaining to be executed amounting to Rs. 10,670.92 Crore. - It includes the cost of tenders already awarded, processed & to be processed for Lot -1 (15 tenders), Lot -2 (34 tenders), Lot -3 (38 tenders), Lot -4 (45 tenders) and Retrofitting (25 &7 tenders).
(b) Investment in 1,000,000 equity shares of Rs. 10/- each at a premium of Rs. 9,990/- per share aggregating Rs. 1,00,000.00 Lakh has been made in Joint Venture Company, Shivalik Ventures Pvt. Ltd. An amount of Rs. 49,162.00 Lakh has been paid against the allotment of fully paid-up shares. The balance securities premium of Rs. 50,838.00 Lakh will be accounted for as and when payment will be made.
(c) Investment in shares of subsidiaries amounting to Rs. 1,559.75 Lakh (Previous year Rs. 1,559.75 Lakh) is pledged as securities against loans taken by the Company and subsidiary. Investment in shares of Joint Ventures (including unreleased pledged shares) amounting to Rs. 51.75 Lakh (Previous year Rs. 51.75 Lakh) are pledged as securities against loan taken by the Company and its Joint Venture. Investment of subsidiaries in the shares of its associates amounting to Rs. 2.45 Lakh (Previous year Rs. 2.45 Lakh) is pledged as securities against loan taken by the Company.
48. Accounting of projects with co-developer
The Company is developing certain projects jointly with Pioneer Urban Land & Infrastructure Limited and its other Group companies. All the development expenses and sale proceeds booked during the year under audit are transferred to the co-developer at the year- end as per the agreement with the co-developers.
49. Trade payables (due to Micro, Small and Medium scale Enterprises)
The Company is in the process of seeking balance confirmations along with MSME registration confirmations from Vendors, for which, the Company has sent 2,264 letters through couriers to Vendors for confirmation of the details till March 2025.
Further, remaining vendors from whom no response was received was sent another letter giving final opportunity to confirm their MSME status. Company have received response from 159 Vendors which have been taken on record.
50. There have been delays in the payment of dues of non-convertible debentures, term loans & working capital loans (including principal, interest and/or other charges as the case may be) to the lenders of the Company who have taken/ initiated action against the Company, and the total of such outstanding amounts runs into Rs. 10,08,838.71 Lakh as on 31.03.2025 (Previous Year Rs. 9,33,702.50 Lakh). Some of the lenders have initiated action under the SARFAESI Act to take over the respective properties provided as security to the lenders. The Company has challenged the action of the lenders before the Debt Recovery Tribunals (DRTs). The matter has also been captured in the Resolution Framework, as submitted to the Hon'ble Supreme Court.
51. The Hon'ble Supreme Court, vide its order dated 20th January 2020, has, inter alia, issued directions that the Board of Directors of Unitech Limited, as existing on that date, be superseded with immediate effect in order to facilitate the taking over of management by the new Board of Directors constituted in terms of the proposal submitted by Government of India. In these Financial Statements, references have been made hereunder to the Resolution Framework (RF) for Unitech Group, which has been prepared and approved by the Board of Directors in their meeting held on 17.06.2020, followed by updations of the RF approved by the Board of Directors in their subsequent meetings held on 10.09.2020 and 28.10.2020 and 27.04.2022.
The updated Resolution Framework has been placed before the Hon'ble Supreme Court on 05.02.2021 and 08.08.2022 respectively. The RF contains various proposals like determining admitted liabilities & claims, proposing non-payment of penalty, interest, default interest or damages to creditors, stakeholders, homebuyers, landowners, leaseholders or any Authority, detailing the Resolution Framework for Company's projects, detailing the Resolution Framework for non-project assets etc. The RF seeks various reliefs and concessions, like, (a) Homebuyers' Credit Lines, (b) Immunity for the Board, their appointed Key Management Personnel, employees, advisors and consultants for any action taken by them in good faith, (c) Grant of benefits to the Company, its subsidiaries and joint ventures and Project Entities of protections similar to section 32A of the Insolvency and Bankruptcy Code, 2016, (d) Priority Finance and other borrowings for implementation of the Framework, and (e) Tax related reliefs and concessions. Besides, the RF also seeks some specific directions like imposition of moratorium, consolidation of Unitech Group, temporary exemption from compliances under RERA, amongst others. As the RF is still pending consideration of the Hon'ble Supreme Court, the impact of the proposed reliefs, concessions etc. has not been considered in the Books of Accounts.
52. A Forensic Audit of the Company was conducted as per directions of the Hon'ble Supreme Court, and the report on the Forensic Audit was submitted in a sealed cover to the Hon'ble Supreme Court. The report on the Forensic Audit is not available with the Company or its Board of Directors. However, the said report was made available to the Enforcement Directorate, which is seized of investigations into the related matters. Hence, the impact of observations of the Forensic Audit Report can be ascertained only after these processes reach some finality.
53. Pursuant to section 74 (2) of the Companies Act, 2013, the Company had filed an application before the National Company Law Tribunal (NCLT) for seeking, inter-alia, re-scheduling of repayment of the outstanding Public Deposits, including interest thereon as is considered reasonable, in March 2015. The Hon'ble NCLT dismissed the said application. The appeal against the said order was also dismissed by the Hon'ble NCLAT vide its order dated 31st January, 2017.
Subsequent to the new Board of Directors taking over the management, a Resolution Framework has been submitted to the Hon'ble Supreme Court by the Company for addressing the issues of homebuyers, Fixed Deposit Holders and others. This issue has duly been recognized in Chapter 8 of the Resolution Framework and the Company shall take action as per the directions of the Hon'ble Court in this behalf.
Some Depositors filed intervention applications (IAs) before the Hon'ble Supreme Court. Considering their applications, the Hon'ble Supreme Court directed the Amicus Curiae to create a web-portal where the Depositors could provide their requisite information. Accordingly, in compliance of the ibid directions, the Ld. Amicus Curiae created a web-portal for the purpose.
Hon'ble Supreme Court vide its order dated 12th December, 2019, allowed part 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, an amount of Rs. 31.23 Crore has been disbursed till 31.03.2023 as per the report of Ld. Amicus Curiae. Further, we have received Rs. 19.02 Crores from Supreme Court Registry on ground of medical exigency, out of which Rs. 18.07 Crores has been disbursed till 31.03.2025. The new Management neither processes any case nor is it authorized to do so till the Hon'ble Supreme Court takes a final decision in this matter.
The matter being sub-judice, the Company has, therefore, not provided for the interest payable on Public Deposits since 1st April, 2017, which works out to Rs. 54,778.53 Lakh upto year ended 31st March, 2025. The issue of payment of Public Deposits to the FD Holders, limited to the principal amount, is a part of the Resolution Framework, which is pending consideration of the Hon'ble Supreme Court. It may, however, also be noted that the Hon'ble Supreme Court has been approving the payment of Principal amount only in various cases considered on grounds of medical exigencies.
54. The Company was awarded a project for development of amusement-cum-theme Park in Chandigarh by the UT Administration of Chandigarh. The Chandigarh Administration unilaterally and illegally terminated the said Development Agreement. The Company filed a Writ Petition before the Hon'ble High Court of Punjab & Haryana challenging the termination of Development Agreement. The matter
was finally referred for Arbitration and the Company received an Arbitral Award dated 29th June 2021 passed by the Arbitral Tribunal. The Company has also filed the objection petition before the Sessions Court in Chandigarh in respect of the Arbitral Award qua non¬ payment of interest. Further, the Company has a good case and, accordingly, no provision has been considered necessary.
55. The Company has non-current investments (long term investments/ loans/ advances) in some subsidiaries (including advance for purchase of shares for proposed subsidiaries) which have accumulated losses. Some of these subsidiaries have incurred loss during the current and previous year(s) and the current liabilities of these subsidiaries also exceed their current assets as at the respective Balance Sheet dates. Management has evaluated this matter and keeping the overall financial position of the Company in view, where it is expected to have substantial erosion in the value of assets held by the subsidiaries, the provision for diminution of such investment, and loans and advances to the subsidiaries has been made by the Company in the Standalone Financial Statements.
56. Advances amounting to Rs. 31,290.99 Lakh (net of provision for doubtful advances) (previous year ended 31st March, 2024 - Rs. 31,290.99 Lakh (net of provision for doubtful advances) are outstanding in respect of advances for purchase of land, projects pending commencement, joint ventures and collaborators which, as represented by the management, have been given in the normal course of business to land-owning companies, collaborators, projects and for purchase of land. An amount of Rs. 30,000.00 Lakh has been provided for doubtful advances during the preceding years. The new Management has already initiated the recovery proceedings qua the outstanding amounts.
57. The Company had received a 'cancellation of lease deed' notice from Greater Noida Industrial Development Authority ("GNIDA") dated 18th November 2015. The said land is also mortgaged and the Company has registered such mortgage to a third party on behalf of lender for the Non-Convertible Debenture (NCD) facility extended to the Company and, due to default in repayment of these NCDs, the debenture holders have served a notice to the Company under section 13(4) of the SARFAESI Act and have also taken notional possession of this land. The Company had contractually entered into agreements with 352 homebuyers and had also received advances from such buyers amounting to Rs. 6,682.10 Lakh (net of repayment). No contract revenue has been recognized on this project.
GNIDA, in the meanwhile, deposited an amount of Rs. 7,436.35 Lakh (Rs. 6,682.10 Lakh and interest @ 6% on the principal amount of Rs. 6,682.10 Lakh), in terms of the Order of the Hon'ble Supreme Court dated 18.09.2018 with the Registry of the Hon'ble Supreme Court on behalf of the Company, out of the monies paid by the Company. This amount stands refunded to about 352 homebuyers on the directions of the Hon'ble Supreme Court.
The matter in respect of the land is still pending before the Hon'ble High Court of Allahabad for final disposal. The Company has, subsequently, shown the amount of Rs. 18,339.80 Lakh as recoverable from GNIDA in its books of accounts.
As regards the issues pending between Noida and Greater Noida Authorities and Unitech Group, the Hon'ble Supreme Court, vide its order dated 18.12.2024, has 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 all the mutual issues are being deliberated. 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".
58. The Company was accounting for its investment in one of its subsidiaries, namely, M/s Unitech Power Transmission Limited, as non¬ current assets held for sale. The Board of Directors of the Company, in its meeting held on 17th January, 2025, approved the proposal for 100% equity disinvestment of M/s Unitech Power Transmission Limited (UPTL), a wholly-owned subsidiary of M/s Unitech Limited, at a price of Rs. 5,089.00 lakh 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. In furtherance thereto, Share Purchase Agreement was 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 due consideration for the transaction has been received by M/s Unitech Ltd. and the entire shareholding has been transferred in favour of M/s Auro Infra Private Limited. As such, M/s Unitech Power Transmission Limited ceases to be the subsidiary company of M/s Unitech Ltd.
The Company has a property of Property situated at Plot no 14, Echelon Institutional Area, Sector-32, Gurgaon, Haryana, which has been rented to independent parties on operating lease. Carrying value of Land is Rs. 271.61 Lakh and Building is Rs. 1,236.43 Lakh and total for the property is X 1,508.03 Lakh as at 31 March 2025. Fair value of the property is X 11,871.72 Lakh. The valuation is performed by Mr. Varun Sharma, an independent Chartered Engineer & Govt. Regd. valuer on the basis of market value approach.
60. A new Section 115BAA was inserted in Income Tax, Act, 1961, by Government of India on 20th September, 2019 vide Taxation Laws (Amendment) Ordinance, 2019, which provides an option to the Companies for paying income tax at reduced rates in accordance with the provisions/ conditions defined in the said section. The Company has decided to continue with the existing tax structure for the year ended March 31, 2025.
On 30th March, 2019, MCA has issued amendment regarding the income tax uncertainty over Income Tax treatment. As per the Company's assessment, there are no material income tax uncertainties over income tax during the current financial year.
The Company has not created any kind of deferred tax assets on account of lack of reasonable certainty of having taxable profits and in foreseeable future against which such tax assets can be adjusted.
61. As regards trade payables (including MSME vendors), which primarily relate to the unpaid bills of Contractors and Vendors, and which prima facie may not be payable to the extent shown in the books, the management is in the process of ascertaining the genuineness of all the operational liabilities, which are being carried forward as a legacy from the erstwhile management in the accounts. The exact liability towards trade payables can be ascertained only after the process of invitation and settlement of claims, as provided in the Resolution Framework, is taken up and completed.
Further, as regards trade receivables, which primarily relate to the part/ full amount receivable from customers and other receivables/ advances, the Management has already started a recovery process by sending recovery notices for the advances and has also established the process of recovering the dues from the customers, which is pending due to stoppage of projects.
Consequent to voluminous transactions with large number of parties, the management is in the process of preparing of ageing schedule for receivables and payables, from the available data in multiple software for different periods. As regards all other opening balances which are outstanding for a long period of time and which are also being carried forward as a legacy balance, the Company is in the process of collecting the supporting documents to take an appropriate decision in the matter. With consistent efforts made in this behalf, significant progress has been made in this behalf. The process of compiling banks statements from most of the concerned banks of the Group are now available, with a few exceptions. The Company has various statutory liabilities outstanding since long and the same are unpaid due to the pendency of matters before various Adjudicating Authorities and liquidity constraints with the Company.
62. The erstwhile management had invested in Telangana State through a Collaboration Agreement with M/s Dandamundi Estate and Mr. D.A. Kumar and deposited an amount of Rs. 48,131.00 Lakh (out of which an amount of Rs. 600.00 Lakh got adjusted on account of some dues of M/s Dandamundi Estate). The Company had also obtained bank loans to the tune of Rs. 33,500.00 Lakh against security of these lands, legal titles of which were never transferred in the name of the Company. However, the Company had already settled the said loan account and nothing remains outstanding against the same. The new Management has filed an Intervention Application before Hon'ble Supreme Court for the recovery of the amounts deposited with M/s Dandamundi Estate and Mr. D.A. Kumar along with interest @ 18% p.a. and the Company has not created any provision against the said deposit in the Books of Accounts on account of the matter being sub-judice.
Notwithstanding the IA pending before the Hon'ble Supreme Court, the management has held meetings at the level of Board's Directors and Justice A.M. Sapre with Mr. D.A. Kumar and visited the land sites twice on 24.06.2022 and 02.01.2023.
It was agreed in the last meeting held at the level of Justice Sapre and the Chief Secretary to Government, Telangana that the District Administration would complete the site survey and identify the areas, which have been encroached. It was also inter-alia directed by the Chief Secretary that no further sale deeds may be allowed to be executed on the land parcels owned by Unitech Limited and its collaborator. Notwithstanding the above, however, efforts to find an amicable resolution of the issues have not succeeded so far.
63. The Company had a branch office in Libya, whose Financial Statements/ information reflect total assets of Rs. 1,328.47 Lakh (Previous year - Rs. 1,328.47 Lakh) as on 31st March, 2025 and total revenues of Rs. NIL (Previous year - NIL) for the year ended on that date, as considered in the Standalone Financial Statements as described above. The Company has also made provision against all assets of Rs. 1,328.47 Lakh (Previous year - Rs. 1,328.47 Lakh). The Financial Statements/ information of this Branch have not been audited by the Branch Auditor due to the adverse political situation prevailing in Libya.
64. As per Books of Account, an amount of Rs. 311,91.85 Lakh stands deposited with the Hon'ble Supreme Court Registry as at 31st March, 2025, which is based on the information flow from the Registry till 22.11.2022. The Company received a detailed statement of accounts from the Supreme Court's Registry in the month of November, 2022. After reconciliation of the accounts, entries pertaining to (a) interest income of Rs. 4,980.00 Lakh upto 22.11.2022, (b) disbursement of Rs. 2,734.11 Lakh, out of 4,000 Lakh deposited in the Supreme Court's Registry by M/s Pioneer Urban Land & Infrastructure Limited, and (c) disbursement of Rs. 4498.16 Lakh to homebuyers, FD holders and other stakeholders, have been duly entered in the books of accounts for the period ending 31.03.2025.
65. The Company has income from maintenance charges amounting to Rs. 3,540.45 Lakh during the year ended 31st March, 2025 (Previous Year Rs. 3,246.83 Lakh).
As far as the mapping of monies received from the residents (with customer codes) towards maintenance charges are concerned, it is clarified that a mixed bag of arrangements, which has been continuing since long. This observation relates to a total of ten projects comprising 06 Residential and 04 JV Commercial projects. This comprises of (i) where the RWAs are collecting the money and spending from out of a joint account, (ii) where the RWA are collecting and spending on their own, and (iii) Where Unitech and its JV are collecting the Maintenance Charges and spending the same. The main problem is that the RWAs have not maintained the customer-wise accounts with their customer codes. This has been taken up with the concerned RWAs for reconciliation thereof.
66. The Company had received an Arbitral Award dated 6th July, 2012 passed by the London Court of International Arbitration (LCIA) wherein the Arbitration Tribunal has directed the Company to purchase the investment of Cruz City 1 (a Company owned by Lehman Bros.) in Kerrush Investment Ltd. (Mauritius) at the overall value of USD 298,382,949.34 (Previous year USD 298,382,949.34) in Kerrush Investments Ltd. (Mauritius). The High Court of Justice, Queen's Bench Division, Commercial Court London had confirmed the said Award.
Further, consequent to the order passed by the Hon'ble Delhi High Court in the instant case, the Company is required to make the aforesaid investment into Kerrush Investments Ltd. (Mauritius). The decree of the aforesaid amount against the Company is pending for execution. However, the Management is exploring the possibilities of filing an Intervention Application in the Hon'ble Supreme Court on this subject.
67. Except in the cases of the following two subsidiary companies, the Immovable properties and Investment properties held by all other subsidiary companies are included in their respective Books of Accounts whereas, the following properties/ investment properties owned by (i) Sankoo Builders Private Limited, and (ii) Broomfield Developers Private Limited have been accounted for in the Books of Accounts of Holding Company i.e. Unitech Limited:
70. In compliance of its earlier judgment dated 02.12.2021, the Hon'ble Supreme Court vide its subsequent Order dated 05.03.2022 further directed M/s Priadarshini Foundations Private Limited to reconvey the land admeasuring 30.71 acres to Unitech Limited within three weeks. The refund of Rs 25 crores shall take place simultaneously with reconveyance of the land or, in any event, within a period of one week from the date of re-conveyance.
The said reconveyance has been duly executed on 03.08.2023 and the complete land holding of 30.71 acres has duly been transferred in favour of M/s Dhaulagiri Builders Private Limited and M/s Amaro Developers Private Limited.
71. The Company has not created any kind of Deferred Tax Assets on account of lack of reasonable certainty of having taxable profits and in foreseeable future against which such tax assets can be adjusted.
72. The Company has created provision for onerous contracts amounting to Rs. 44,942.99 Lakhs after making assessment of estimated project costs vis-a-vis estimated project revenues.
73. As per approval of Board of M/s Unitech Limited in its meeting held on 28th May, 2024, the Company has invested Rs 1,500 Lakh in the Rights Issue of Equity Shares of M/s Unitech Holding Limited, a wholly owned subsidiary of M/s Unitech Limited. The Company has subscribed to 9,37,500 Equity Shares of M/s Unitech Holding Limited, having face value of Rs 10/- each at a premium of Rs 150/- per share.
74. The Company is providing unpaid interest in its books of accounts in order to remain compliant with the requirements of the Accounting Standards, as prescribed by Companies Act and not deducting TDS on the provision of interest because interest on NPA accounts is not falling in the definition of income and income tax is not payable on such amounts.
The Management has taken an independent opinion on Tax Deduction at Source (TDS) on estimated liability created by the Company based on memorandum statement of accounts received from lenders other than banks. The opinion given by the Expert is on the following lines:
Query
Whether TDS under section 194 A of Income Tax Act, 1961 (TDS deduction on Interest payments to residents), should be deducted or not on interest on Inter Corporate Deposits/ Additional Term Loan facilities availed by Unitech Limited from Financial Institutions/ ARCs which are Non-Performing Assets as declared by Financial Institutions/ ARCs as per the RBI Guidelines.
Reply
It is opined that the interest on NPA accounts are not falling in the definition of income and income tax is not payable on such amounts and no constructive credit can be said to be payable to NBFCs and ARCs as the realization of the interest and principal component will depend upon the restructuring or settlement of loan accounts. The company is providing unpaid interest in its books of account to satisfy the requirements of accounting standards as prescribed by the Companies Act, 2013. Thus, TDS under section 194 A of Income Tax Act, 1961, in respect of aforesaid amounts, should not be deducted.
As such the Company is providing unpaid interest in its books of accounts in order to remain compliant with the requirements of the Accounting Standards, as prescribed by Companies Act.
75. The Enforcement Directorate, New Delhi vide F. No.: ECIR/04/DLZO-II/2018 dated 06.06.2018 is currently investigating the affairs of promoters of Unitech Limited. Vide the ongoing investigations, the ED has provisionally attached various assets of the erstwhile Management including 40% equity holding of M/s Unitech Hotels Private Limited wherein Unitech Limited holds the balance 60% equity.
M/s Unitech Hotels Private Limited is involved in developing a 13,005 sq.mt. hotel at Plot No. A-2, Sector -38 A, Noida. The value of the provisional attachment of 40% equity held by M/s Ranchero Services Limited is valued at USD 8 Million.
76. Additional Regulatory Information:
(i) The Company under the control of new Management does not have any benami property where any proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder but, however, litigation under Benami Transactions (Prohibition) Act, 1988 has been initiated against the erstwhile promoters/ Management.
(ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year under audit.
(iii) The Company does not have any charge or satisfaction, which is yet to be registered with the Registrar of Companies beyond the statutory period.
(iv) Following banks has categorized the Company in the list of Wilful Defaulters till the period ending 31.03.2025:
(vii) The Company has complied with the number of layers prescribed under Clause (87) of Section 2 of the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017, from the date of their implementation in terms of Indian subsidiaries, however, the Management is still in the process of evaluation of the compliance in respect of foreign subsidiaries.
77. Vide PAO no 16/2022 dated 16th June 2022, the Directorate of Enforcement has attached Unitech Group's share in 777 units and 211.41 acres of land. The Management has requested the ED to grant its no objection to the entrustment of above stated properties to the current Management subject to the approval of Hon'ble Supreme Court of India. Monetization of these assets would go a long way in mobilizing funds for completion of its various pending projects.
78. With regard to litigations of Unitech Group, it is stated that there is total no. of 4177 court cases which were pending against and for the Company and Its' subsidiaries, out of which 1728 cases have been disposed-off. As such, there are total no. of 2499 cases which are pending before various courts, except those cases, which have been filed by the Company, all the cases have been adjourned sine-die by virtue of moratorium order granted by Hon'ble Supreme Court, vide its order daled 20.01.2020. The financial implications of litigations cannot be quantified.
79. The Audited Financial Statements were approved for issue by the Board of Directors in their meeting held on 29th May, 2025.
As per our report of even date For and on behalf of the Board of Directors
attached to the financial statements
For GSA & Associates LLP Yudhvir Singh Malik Dr. Girish Kumar Ahuja Jitendra Mohandas Virwani Prabhakar Singh
Chartered Accountants Chairman & Managing Director Director Director Director
Firm Registration No. 000257N/ N500339 DIN : 00000555 DIN : 00446339 DIN : 00027674 DIN : 08696229
CA Anshu Gupta Uma Shankar A. K. Yadav Tajinder Pal Singh Madan Anuradha Mishra
Partner Director Chief Executive Officer Chief Financial Officer Company Secretary
Membership No. 077891 DIN : 07165728
Place: Gurugram
Date: 29.05.2025
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