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Unitech Ltd.

BSE: 507878 Sector: Infrastructure
NSE: UNITECH ISIN Code: INE694A01020
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OPEN 1.66
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VOLUME 648785
52-Week high 4.02
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OPEN 1.66
CLOSE 1.68
VOLUME 648785
52-Week high 4.02
52-Week low 1.58
P/E
Mkt Cap.(Rs cr) 440
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Unitech Ltd. (UNITECH) - Auditors Report

Company auditors report

TO THE MEMBERS OF UNITECH LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

DISCLAIMER OF OPINION

We have audited the accompanying Standalone Financial Statements of theCompany which comprise the Balance Sheet as at 31st March 2021 the Statement of Profitand Loss (including Other Comprehensive Income) Statement of Changes in Equity andStatement of Cash Flows and a summary of significant accounting policies and otherexplanatory information in which are incorporated the Returns for the year ended on thatdate which are not yet audited by the branch auditor of the Company's branch office atLibya. As at 31st March 2021 the Company has made provision fornon-recoverability of assets and provision for write-back of trade liabilities in respectof the Libya branch office.

 

Our audit indicates that because of the substantive nature andsignificance of the matter described below we have not been able to obtain sufficientappropriate evidence to provide a basis for expressing an opinion on the statement as towhether these Standalone Financial Statements are prepared in accordance with therecognition and measurement principles laid down in the aforesaid Indian AccountingStandard and other recognized accounting practices and policies generally accepted inIndia and has disclosed the information required to be disclosed under the Companies Act2013 including the manner in which it is to be disclosed or that it does not contain anymaterial misstatement.

BASIS FOR DISCLAIMER OF OPINION

 

We conducted our audit of the Standalone Financial Statements inaccordance with standard on auditing specified under section 143(10) of the Act. Ourresponsibilities under those standards are further described in the Auditor'sResponsibility for the audit of the Standalone financial statements section of our report.We are independent of the company in accordance with the Code of Ethics issued by theinstitute of Chartered Accountant of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the Standalone financial statements under the provisionsof the Act and the Rules made thereunder and we have fulfil our ethical responsibilitiesin accordance with these requirements and the ICAI's Code of Ethics. Because of thesignificance of the matters described below we have not been able to obtain sufficientappropriate audit evidence to provide a basis for an audit opinion.

We draw your attention to the following matters:

The Hon'ble Supreme Court vide its order dated 20th January 2020 hasinter alia given directions that the Board of Directors of Unitech Limited as existingon that date be superseded with immediate effect in order to facilitate the taking overof management by the new Board of Directors constituted in terms of the proposal submittedby the Union Government of India "UOI". In Compliance of the Direction newBoard of Directors as appointed by Union Government of India took charge of office on21st January 2020.

Board members appointed by UOI has since then been trying to get holdof numerous transactions entered by erstwhile management and trying to compile records andother information related to the same. Since the quantum of such transactions and amountsinvolved is very high process related to compiling / identification of previous yearrecords including agreements detailed breakup of transactions etc. is still in process.

Considering the above-mentioned facts and based on our review of thebooks we draw attention to the followings matters:

(i) We draw attention to Note no. 51 of the Standalone FinancialStatements Unitech Limited ("the Company") failed to hold its Annual GeneralMeeting (AGM) due on or before 30th September 2021 (extended till 30th November 2021 videnotification number ROC-CHN/96-AGM/2021 dated 23rd September 2021) as required undersection 96 of the Companies Act 2013 to transact the agenda including the approval ofAccounts for the year ended 31st March 2021. The Company has not applied for any extensionfor the same to the Registrar of Companies NCT of Delhi & Haryana. The Company is inprocess of estimation of penalty and other implications due to non-holding of annualgeneral meeting.

Further the Company has not made any request letter to Securities andExchange Board of India "SEBI" for extension of time for submission of quarterlyreviewed results for the quarter ended 30th June 2020 30th September 2020 and 31stDecember 2020 and year to date reviewed results for period ended 30th September 2020 and31st December 2020 and year to date audited results for year ended 31st March 2021. TheCompany is getting emails from National Stock Exchange "NSE" and Bombay StockExchange "BSE" for imposing penalties due to non-filling of the results to thetune of Rs. 5000 per day during the period of default. The Company has not taken anyprovision of such penalty in the books of accounts and Company is planning to seek reliefagainst such penalty from SEBI.

(ii) We draw attention to Note no. 53 of the Standalone FinancialStatements we have made references to the Resolution Framework (RF) for Unitech groupwhich has been prepared under the directions of the Board of Directors of Unitech Limitedappointed by the Central Government pursuant to the afore-said order of the Hon'bleSupreme Court and approved by the Board of Directors in their Meeting held on June 172020 and which has been filed with the Hon'ble Supreme Court. Subsequent corrections/modifications have been done in the RF and approved by the Company's Board in theirmeeting held on September 10 2020. The RF contains various proposals like determiningadmitted liabilities & claims proposing non-payment of penalty interest defaultinterest or damages to creditors stakeholders homebuyers landowners leaseholders orany Authority detailing the resolution framework for company's projects detailing theresolution framework for non-project assets etc. The RF seeks various reliefs andconcessions like (a) Homebuyers' Credit Lines (b) Immunity for the Board their appointedkey management personnel employees advisors and consultants for any action taken by themin good faith (c) Grant of benefits to the Company its subsidiaries and joint venturesand Project Entities of protections similar to section 32A of the Insolvency andBankruptcy Code 2016 (d) Priority Finance and other borrowings for implementation of theFramework and (e) Tax related reliefs and concessions. Besides the RF also seeks somespecific directions like imposition of moratorium consolidation of Unitech Grouptemporary exemption from compliances under RERA amongst others. As the RF has not yetbeen approved by the Hon'ble Supreme Court the impact of the proposed reliefsconcessions etc. have not been considered in the books of accounts.

(iii) Material uncertainty related to going concern

We draw attention to Note no. 38 of the Standalone Financial Statementswherein the management has represented that the Standalone Financial Statements have beenprepared on a going concern basis notwithstanding the fact that the Company has incurredlosses and has challenges in meeting its operational obligations servicing its currentliabilities including bank loans and public deposits. The Company also has variouslitigation matters which are pending before different forums and various projects of theCompany have stalled/ slowed down.

As mentioned earlier subsequent to the new Board of Directors takingover the management a Resolution Framework (RF) has been submitted to the Hon'ble SupremeCourt by the Company as mentioned in the opening paragraphs of this report wherein theCompany has requested the Hon'ble Supreme Court to grant numerous reliefs so that theCompany is able to meet its operational obligations and settle its liabilities. The Boardhas also submitted in the RF that on the basis of review of records and finances ofUnitech group as currently available it appears that Unitech Group has significantnegative net worth but also considering the fact that there are more than 15000homebuyers who have invested in various projects of the Company the resolution/settlement provisions under the Insolvency and Bankruptcy Code (IBC) should not be appliedon the Company. At present the resolution framework is under the consideration of theHon'ble Supreme Court.

These conditions indicate the existence of material uncertainty thatmay cast significant doubt about Company's ability to continue as a going concern. Theappropriateness of assumption of going concern is critically dependent upon the Company'sability to raise finance and generate cash flows in future to meet its obligations andalso on the final decision of the Hon'ble Supreme Court on the Resolution Framework.

Considering the above we are unable to express an opinion on thismatter.

(iv) We draw attention to Note no. 58 of the Standalone FinancialStatements. The Company had received a 'cancellation of lease deed' notice from GreaterNoida Industrial Development Authority ("GNIDA") dated 18 November 2015. As perthe Notice GNIDA cancelled the lease deed in respect of Residential/ Group Housing plotson account of nonimplementation of the project and non-payment of various dues amountingto Rs. 105483.26 lakhs. As per the notice and as per the relevant clause of thebye-laws/ contractual arrangement with the Company 25% of the total dues amounting to Rs.13893.42 lakhs were to be forfeited out of the total amount paid till date. The Companyhas incurred (a) the amounts paid for land dues and stamp duty Rs. 34221.90 lakhs (b)the balance portions of the total amounts payable including contractual interest accruedtill 31st March 2016 of Rs. 99091.90 lakhs; and (c) other construction costs amountingto Rs. 80575.05 lakhs. The said land is also mortgaged and the Company has registeredsuch 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 thedebenture holders have served a notice to the Company under section 13(4) of the SARFAESIAct and have also taken notional possession of this land. The Company had contractuallyentered into agreements to sell with 352 buyers and has also received advances from suchbuyers amounting to Rs. 6682.10 lakhs (net of repayment). No contract revenue has beenrecognized on this project. The erstwhile management had written a letter to GNIDA dated1st December 2015 wherein it had stated that the cancellation of the lease deed waswrong unjust and arbitrary. Further the said erstwhile management had also describedsteps taken for implementation of the project and valid business reasons due to delaystill date. Further the said erstwhile management had also proposed that in view of thefact that third party interests have been created by the Company in the allotted land byallotting plots to different allottees in the interest of such allottees GNIDA shouldallow the Company to retain an area of approximately 25 acres out of the total allottedland of approximately 100 acres and that the amount paid by the Company till date beadjusted against the price of the land of 25 acres and remaining surplus amount may beadjusted towards dues of other projects of the Company under GNIDA.

GNIDA has in the meanwhile in terms of the Order of the Hon'bleSupreme Court dated 18.09.2018 deposited on behalf of the Company an amount of Rs.7436.35 lakhs (Rs. 6682.10 lakhs and interest @ 6% on the principal amount of Rs.6682.10 lakhs) out of the monies paid by the Company with the registry of the Hon'bleSupreme Court.

During the year GNIDA has adjusted Rs. 9200.00 lakhs of Unitechgroup's liabilities towards the Company's other projects with GNIDA and forfeited Rs.13893.42 lakhs.

The Company had paid a sum of Rs. 34221.90 lakhs including Rs.4934.95 lakhs of stamp duty on the land for the said land.

The matter in respect of the land is still pending before the Hon'bleHigh Court of Allahabad and pending the final disposal the Company has subsequentlyshown the amount of Rs. 18339.80 lakhs as recoverable from GNIDA in its books of accountsincluding stamp duty of Rs. 4934.95 lakhs and lease rent paid of Rs. 6113.11 lakhs.Further the Company is also carrying other construction costs amounting to Rs. 80650.70lakhs in respect of the projects to come upon the said land which also includes interestcapitalised of Rs. 69684.68 lakhs.

The impact on the accounts viz. inventory projects in progresscustomer advances amount payable to or receivable from GNIDA cannot be ascertainedsince the matter is still subjudice as mentioned hereinabove vis-a-vis dues of theCompany and hence we are unable to express an opinion on this matter.

The company has deferred liability on account of interest payable toGNIDA appearing in the books of accounts as on 31st March 2021 amounting to Rs.275193.97 Lakhs (including Rs. 39409.55 Lakhs booked on account of interest during theyear ended 31st March 2021).

(v) We draw attention to Note no. 73 of the Standalone FinancialStatements Confirmations/ reconciliations are pending in respect of amounts deposited bythe Company with the Hon'ble Supreme Court. As per books of account an amount of Rs.48066.95 Lakhs deposited with the Hon'ble Supreme Court Registry ("Registry")is outstanding as at 31st March 2021. Management has received certain details of paymentsmade and monies received in the registry from the Court and is in process of reconcilingthe same with entries posted in books of accounts. The management has also requested thelearned amicus curiae to provide the other relevant details like bank statement andbalance confirmations. In view of the reconciliation exercise still in process and absenceof other statement of transactions and confirmation of balance from the Registry we areunable to comment on the completeness and correctness of amounts outstanding with theRegistry and of the ultimate impact these transactions would have on the StandaloneFinancial Statements of the Company and hence we are unable to express an opinion on thismatter.

(vi) We draw attention to Note no. 2 of the Standalone FinancialStatements according to information given and explanation provided to us by themanagement in respect of Property Plant and Equipment (PPE) having net value of Rs.1819.17 Lakhs (net of accumulated depreciation of Rs. 7145.06 Lakhs) there is nophysical verification conducted by the Company since last year. Further the company doesnot maintain proper records showing full particulars including quantitative details andsituation of Fixed Assets comprising 'property plant and equipment 'capitalwork-in-progress' & 'investment property''. In view of this and also of the fact thatthese PPE's are kept as security for obtaining bank loans and there are several casesongoing against the Company under SARFAESI Act we are not able to express an opinion onthis matter.

(vii) Non-current investment and loans

Company has made investments and given loans to its subsidiaries jointventures associates and other. Details as on 31st March 2021 are as follows: -

Amounts in Lakhs of Rs.
Particulars Amount invested Impairment accounted for till 31.03.2021 Carrying amount
Equity investment - Indian subsidiaries 75342.84 30745.68 44597.16
Equity investment - foreign subsidiaries 66376.77 66376.77 -
Equity investment - joint ventures 54039.07 - 54039.07
Equity investment - associates 299.25 - 299.25
Equity investment - others 31040.70 - 31040.70
Debenture investment 1512.18 - 1512.18
Investment - CIG 25453.18 - 25453.18
Corporate guarantees 8.70 - 8.70
Loans given to subsidiaries 398481.41 1588.90 396892.51
Advances given to subsidiaries 61965.54 - 61965.54
Loans to Joint Ventures and Associates 8381.00 - 8381.00
Share Application Money 46.50 - 46.50

We draw attention to Note no. 6 7 and 15 of the Standalone FinancialStatements considering the fact that the accounts of these above mentioned foreignentities are not available with the management and for Indian entities they are notaudited since last 3-4 years plus also taking into accounts the factors such asaccumulated losses in above said entities substantial/ full erosion of net worthsignificant uncertainty on the future of these entities and significant uncertainty onrecovery of investments and loans there are strong indicators of conducting impairment/expected credit loss assessment for above mentioned investments and loans in accordancewith the principles of Indian Accounting Standards 36 "impairment of assets"and Indian Accounting Standards 109 "financial instruments".

Further: -

• Equity investment - others include investment made in M/sCarnoustie Management (India) Private Limited (Carnoustie) of Rs. 31005.45 lakhs as on31st March 2021. Regarding this investment the Company has already filed an InterventionApplication "IA" before Hon'ble Supreme Court of India wherein the Company hasstated that erstwhile management has invested in equity shares of Carnoustie @ Rs. 1000 -Rs. 1500 per share including a premium of Rs. 990 - Rs. 1490 per share. As per IAsubmitted by the Company there was no basis available with erstwhile management for suchshare valuation. Also there were certain plots allotted to Carnoustie at a price lowerthan the market rate as on allotment date. Considering the nature of this investment sameis to be valued at fair value through other comprehensive income "FVTOCI" asrequired under Indian Accounting Standards 109 "financial instruments" but theCompany has decided to carry investment made in Carnoustie at cost as the matter issubjudice.

• Investment - CIG - The Company made investment of Rs. 25453.18lakhs in CIG realty fund for which no details are available with the Company. As explainedby management the Company is planning to file a separate Intervention Application"IA" before Hon'ble Supreme Court of India requesting Hon'ble Court to take upthis matter. Management also explained that CIG funds are already under investigation byEnforcement Directorate (ED) and Serious Fraud Investigation Office (SFIO). Consideringthe nature of this investment same is to be valued at fair value through othercomprehensive income "FVTOCI" as required under Indian Accounting Standards 109"financial instruments" but the Company has decided to carry investment made inCIG funds at cost as the matter is under investigation by various authorities.

In view of non-existence of any impairment study non-existence of anyexpected credit loss policy in the Company and accounting of investment at cost which wereotherwise to be carried at FVTOCI we are unable to express an opinion upon theadjustments if any that may be required to the carrying value of these non-currentinvestments and non-current loan and its consequential impact on the Standalone FinancialStatement.

(viii) Impairment Assessment of Bank and Corporate Guarantees

We draw attention to Note no. 47 of the Standalone FinancialStatements wherein it is stated that the company is having outstanding bank and corporateguarantee of Rs. 273622.31 as per audited financials for year ending 31st March 2020.The company has not conducted any impairment assessment on the same in accordance with theprinciples of Indian Accounting Standards 109 "financial instruments". In viewof the same we are unable to express an opinion on the same.

(ix) Trade receivables and other financial assets

The company has trade receivable and other financial assets as on 31stMarch 2021 are as follows: -

Amounts in Lakhs of Rs.
Particulars Amount Provision accounted for till 31.03.2021 Carrying Amount
Trade Receivable 79480.95 31521.87 47959.09
Security Deposits 52328.64 934.04 51394.60
Non-Current Loans and Advances 100.00 - 100.00
Current Loans and Advances 8151.62 520.00 7631.62
Advances for purchase of Shares 31079.48 31079.48 -
Staff Imprest & Advances 47.89 - 47.89
Advances to others 13.08 - 13.08

We draw attention to Note no. 8 12 and 16 of the Standalone FinancialStatements the company has not assessed loss allowance for expected credit losses onfinancial assets in accordance with the principles of Indian Accounting Standards AS 109 -"Financial Instruments".

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

(x) Inventory and project in progress

We draw attention to Note no. 11 and 18 of the Standalone FinancialStatements Company as on 31st March 2021 has shown inventory of Rs. 62517.96 Lakhsand project in progress "PIP" of Rs. 1721844.57 Lakhs. Company is currentlycarrying these inventory and PIP items at cost which is computed based on percentage ofcompletion method under Indian Accounting Standard 115 "Revenue from Contracts withCustomers". In view of the fact that in majority of the projects of the Companyconstruction and other operational activities are on hold since last 18-60 months thereare high indicators that such inventory and PIP assets should be tested for evaluatingtheir respective net realised value "NRV" in accordance with the requirement ofIndian Accounting Standard 2 "inventories".

Further management is in the process of verification of titledocuments for land and other immovable assets.

As per the explanation provided by the management pursuant to theapproval of Hon'ble Supreme Court of India Project Management Consultants (PMCs) havebeen appointed for the projects for estimation of work done till date cost to be incurredfurther to complete the projects and to provide applicable completion timelines. ThesePMC's have also conducted actual physical assessment of the projects and are now inprocess of submitting their reports. Management is of the view that NRV assessment ofinventory and PIP can be made only after the appointed PMCs complete their assessment ofrespective projects and submit their final reports.

In view of the absence of any NRV assessment by the management andabsence of any physical verification report we are unable to express an opinion upon theexistence and adjustments if any that may be required to the carrying value of theseinventories and PIP and its consequential impact on the Standalone Financial Statements.

(xi) External Confirmation

The company has not initiated the process of external confirmation foroutstanding balances of following areas as on 31st March 2021 are as follow:

Amounts in Lakhs of Rs.
Particulars Amount Provision accounted for till 31.3.2021 Carrying amount
Trade Receivable 79480.95 31521.87 47959.09
Trade Payable 81080.29 386.34 80693.95
Advances received from Customers 1122884.38 - 1122884.38
Advances to Suppliers 7008.08 - 7008.08
Security Deposits 52328.64 934.04 51394.60
Loans and advances to Subsidiaries 460446.95 1588.90 458858.05
Loans to Joint Venture and Associates 8381.00 - 8381.00
Other Loans and advances 8251.62 520.00 7731.62
Advances for purchase of land and project pending commencement 61287.37 30000.00 31287.37
Loans from Subsidiaries Joint Venture and Associates 75618.96 - 75618.96
Security and other deposits payable 42418.97 - 42418.97
Staff Imprest 47.89 - 47.89
Inter Corporate Deposits 13853.66 - 13853.66
Other Assets 5743.70 - 5743.70

We draw attention to Note no. 65 of the Standalone FinancialStatements the company has expressed its inability to send confirmation requests inrespect of above-mentioned areas due to uncertainty about the amount receivable andpayable appearing in the books of accounts which are outstanding for significantly longperiod of time. In view of non-existence of adequate supporting documents we are unableto express an opinion upon completeness of the balances appearing in books of accounts ofthe Company.

Bank confirmations

In respect to confirmation of bank balances the company has sentconfirmation requests to all the banks. Out of 551 bank accounts we have received directbalance confirmation from banks for 21 bank accounts amounting to Rs. 453.64 Lakhs as on31st March 2021. We have been provided with bank statements as provided by company for131 bank accounts amounting to Rs. 1022.91 Lakhs as on 31st March 2021. For remaining143 bank accounts amounting to Rs. 558.76 lakhs as on 31st March 2021 company is in theprocess to follow with the banks for providing statements / balance confirmations. In viewof non-existence of supporting evidence related to bank balances we are unable to commentupon completeness of the balances appearing in books of accounts of the Company andadjustments if any that may be required to the books of accounts and its consequentialimpact on the Standalone Financial Statements.

With respect to the margin money with the banks and term deposits withthe banks no confirmations for the balance outstanding and interest certificates for theyear ended 31st March 2021 have been received. In view of non-existence of supportingevidence we are unable to comment upon completeness of the balance appearing in the booksof accounts of the company and adjustment if any.

With respect to the loans and borrowings taken by the Company amountingto Rs. 275538.27 Lakhs as on 31st March 2021 no confirmation has been received tilldate of this report. Interest expense on the said loans is accrued at a provisional rateof interest. Such provisional rate of interest is based on the details available with theCompany regarding interest rates charged by banks/ financial institutions and the same are4-5 years old. In view of these we are unable to comment upon completeness of thebalances appearing in books of accounts of the Company and adjustments if any that maybe required to the books of accounts and its consequential impact on the StandaloneFinancial Statements.

(xii) We draw attention to Note no. 47 of the Standalone FinancialStatements Company is in the process of estimating impact of its contingent liabilitieswhich is subject to the decision of Hon'ble Supreme Court of India on proposed resolutionframework submitted by the Company. In absence of the same we are unable to express anopinion on the impact of such contingent liabilities on the Company.

(xiii) We draw attention to Note no. 66 of the Standalone FinancialStatements Company has not appointed an internal auditor for the financial year 2020-21which is in contravention of the provisions of section 138 of the Companies Act 2013which mandates appointment of internal auditor for all listed companies.

(xiv) We draw attention to Note no. 66 of the Standalone FinancialResults the company has not yet appointed a Chief Financial Officer and the prescribedtime period under section 203 of the Companies Act 2013 has already expired. Further thecompany has not filed any application with Ministry of Corporate Affairs for compoundingof the said offence.

(xv) We draw attention to Note no. 59 of the Standalone FinancialStatements The Company has accounted for its investment in one of its subsidiary M/sUnitech Power Transmission Limited as non-current assets held for sale. Cost ofinvestment as on 31st March 2021 is Rs. 4226.26 lakhs. The Company is carrying saidinvestment at cost and has not made any estimation of its fair value less cost to sell asrequired under provisions of Indian Accounting Standard 105 "Non-Current Assets Heldfor Sale and Discontinued Operations". In the absence of any fair value assessment bythe Company we are unable to express an opinion on the matter.

(xvi) The company has made many adjustments in accordance with IndianAccounting Standards applicable to the company as on 31st March 2020. The company is inthe process of identifying the impact already incorporated in the books of accounts inprevious years. In view of the same we are unable to express an opinion on completenessof the impact of Indian Accounting Standard appearing in the books of account of thecompany.

(xvii) Revenue from real estate projects

We draw attention to Note no. 30 of the Standalone FinancialStatements The Company is accounting for revenue under real estate projects usingpercentage of completion method (POCM) with an understanding that performance obligationsare satisfied over time. Provisions of paragraph 35 of Indian Accounting Standard 115"revenue from contracts with customers" specifies that an entity can recogniserevenue over time if it satisfies any one of the following criteria: -

• The customer simultaneously receives and consumes the benefitsprovided by the entity's performance as the entity performs

• The entity's performance creates or enhances an asset (forexample work in progress) that the customer controls as the asset is created or enhanced

• The entity's performance does not create an asset with analternative use to the entity and; the entity has an enforceable right to payment forperformance completed to date.

On perusal of various agreements entered by the Company with homebuyers it seems that the Company does not satisfy any of the conditions specified inparagraph 35 of Indian Accounting Standard 115 "revenue from contracts withcustomers".

Based on the explanation provided by the management they are inagreement with our understanding and are in the process of evaluation its impact on thepresent and earlier presented periods.

In view of the same we are unable to express an opinion on the matter.

(xviii) The Company has long outstanding statutory liabilities as on31st March 2021 details of which are as follows: -

Nature of dues Principal amount outstanding (Rs. in Lakhs) Outstanding Since
Income tax deducted at source 10246.88 Financial Year 2014 - 2015
Professional Tax 0.59 Financial Year 2018 - 2019
Provident Fund 2442.87 Financial Year 2015 - 2016

We draw attention to Note no. 28 of the Standalone FinancialStatements Also with respect to goods and services tax the company has revoked thecancellation of its GST Registration in the state of Haryana during the year. The companyis in discussion with the authorities to release cancellation on its registration numbersin other states and is in process of filing returns with the authorities.

In view of the same we are unable to express an opinion on the matter.

(xix) We draw attention to Note no. 54 of the Standalone FinancialStatements The Company has failed to repay deposits accepted by it including interestthereon in respect of the following deposits:

Particulars Unpaid matured deposits (Principal amount) as at 31st March 2021 Principal paid during the year (Rs Lakhs) Unpaid matured deposits (principal amount) as at 31st March 2021 (Rs Lakhs)
Deposits that have matured on or before March 31 2017 57992.40 31.49 57960.91

The total unpaid interest as on 31st March 2021 (including interestnot provided in the books) amount to Rs. 46267.47 lakhs.

Further the Company has not provided for interest payable on publicdeposits which works out to Rs. 7076.53 lakhs for the year ended 31st March 2021(Cumulative upto 31st March 2021- Rs. 28385.76 lakhs).

Besides the impact of non-provision of interest payable on publicdeposits of Rs. 7076.53 lakhs for the year ended 31st March 2021 on the profit and losswe are unable to evaluate the ultimate likelihood of penalties/ strictures or furtherliabilities if any on the Company. Accordingly impact if any of the indeterminateliabilities on these Standalone Financial Statements is currently not ascertainable andhence we are unable to express an opinion on this matter.

(xx) We draw attention to Note no. 52 of the Standalone FinancialStatements there have been delays in the payment of dues of non-convertible debenturesterm loans & working capital loans (including principal interest and/ or othercharges as the case may be) to the lenders of the company and the total of suchoutstanding amount to Rs. 530423.63 Lakhs as on 31st March 2021. The lenders haveinitiated the action against the company under various act(s). On account of the same weare unable to determine the impact of the likely outcome of the said proceedings and hencewe are unable to express an opinion on this matter.

(xxi) We draw attention to Note no. 69 of the Standalone FinancialStatements of the Company as on 31st March 2021 which contains the details ofIntervention Application "IA" before Hon'ble Supreme Court of India wherein theCompany has stated that erstwhile management has invested in the state of Hyderabadthrough a collaboration agreement with M/s Dandamundi Estate and Mr. D.A. Kumar anddeposited an amount of Rs. 48131.00 lakhs (out of which an amount of Rs. 600.00 lakhsgot adjusted on account of some dues of M/s Dandamundi Estate). Company has also obtainedbank loans to the tune of Rs. 33500.00 lakhs against security of these lands legaltitles of which were never transferred in the name of the Company. Now the new managementis trying to recover the amounts deposited with M/s Dandamundi Estate and Mr. D.A. Kumaralong with interest @ 18% pa and has not created any provision against said deposit in thebooks of accounts on account of matter being subjudice. In view of the same we are unableto express an opinion on this matter.

(xxii) With respect to opening balances appearing in the books ofaccounts of the Company as on 01st April 2020 there is no information/ supportingdocuments available with the Company related to following accounts: -

• Other comprehensive income / (loss) amounting Rs. (52331.93)lakhs

• Provision for bad and doubtful debts/ trade receivablesamounting Rs. 32373.95 lakhs

• Allowances for bad and doubtful loans and advances to relatedparties amounting to Rs. 1589.04 lakhs

• Other loans and advance amounting to Rs. 520.00 lakhs

• Trade receivables and advances received from customers amountingRs. 1193075.62 Lakhs

• Loans/ advances given to subsidiaries joint ventures andassociates amounting to Rs. 468932.90 Lakhs

• Loans taken from subsidiaries joint ventures and associatesamounting to Rs. 74192.20 Lakhs

• Advance for purchase of shares amounting to Rs. 31079.48 Lakhs

• Expenses payable amounting to Rs. 51612.66 Lakhs

• Current Tax Assets amounting to Rs. 3004.64 Lakhs

• Deferred Liability amounting to Rs. 236049.12 Lakhs

• Advance given for purchase of land amounting to Rs. 61287.37Lakhs and its Ind AS Adjustments amounting to Rs. 4365.00 Lakhs.

• Provision for doubtful advance given for purchase of landamounting Rs. 30000.00 Lakhs

• Investment in Subsidiary - Corporate Guarantee amounting to Rs.8.70 Lakhs.

• Investment in CIG Funds (Ind AS Adjustments) amounting to Rs.960.83 Lakhs.

• Security Deposits receivables (Ind AS Adjustments) amounting toRs. 2867.51 Lakhs.

• Prepaid Expenses (Ind AS Adjustments) amounting to Rs. 17.84Lakhs.

• Loans to Subsidiaries (Ind AS Adjustments) amounting to Rs.50730.57 Lakhs.

• Term loans from bank and Financial Institution (Ind ASAdjustments) amounting to Rs. 63.93 Lakhs.

• Security Deposit payable (Ind AS Adjustments) amounting to Rs.13.87 Lakhs.

• Statutory Dues (Ind AS Adjustments) amounting to Rs. 8.06 Lakhs.

• Other Payables (Ind AS Adjustments) amounting to Rs. 12185.67Lakhs

• Advance from Customers (Ind AS Adjustments) amounting to Rs.12170.42 Lakhs.

Considering the significance of amounts involved in above mentionedareas we are not in a position to express an opinion on the Standalone FinancialStatements as on 31st March 2021.

(xxiii) We draw attention to Note no. 47 of the Standalone FinancialStatements the company has not provided the complete details of pending litigationsagainst the company outstanding bank and corporate guarantees and commitments to beperformed by the company.

In view of above we are unable to express an opinion on the same.

(xxiv) We draw attention to Note no. 49 of the Standalone FinancialStatements the company has not performed the process of identification of creditors to beclassified as Micro and Small Enterprises(MSE) during the year and due to absence ofdetails of MSE the company cannot determine the amount outstanding to MSE creditors andinterest due thereon under "The Micro Small and Medium Enterprises Development Act2006".

In view of above we are unable to express an opinion on the same.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent year. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. As all material items are already described as amatter in the "Basis of Disclaimer of Opinion" para there are no items whichcan be reported as key audit matters to be communicated separately.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS ANDAUDITOR'S REPORT THEREON

The company's management and board of directors are responsible for theother information. The other information comprises the information included in AnnualReport but does not include the Standalone financial statements and our auditor's reportthereon. The Annual Report is expected to be made available to us after the date of thisauditor's report.

Our opinion on the Standalone financial statements does not cover theother information and we will not express any form of assurance conclusion thereon.

In connection with our audit report of the Standalone financialstatements our responsibility is to read the other information identified above when itbecomes available and in doing so consider whether the other information is materiallyinconsistent with the Standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is materialmisstatement therein we are required to communicate the matter to those charged withgovernance and if required issue a revised Audit report on Standalone financial statement.

RESPONSIBILITY OF MANAGEMENT FOR STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters statedin sub-section 5 of Section 134 of the Companies Act 2013 ("the Act") withrespect to the preparation of these Standalone financial statements that give a true andfair view of the financial position financial performance including other comprehensiveincome changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standardsspecified under Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the Standalone financial statements management isresponsible for assessing the company's ability to continue as a going concern disclosingas applicable matters related to going concern and using the going concern basis ofaccounting unless management either intend to liquidate the company or to cease operationor has no realistic alternative but to do so.

The board of directors are also responsible for overseeing theCompany's financial reporting process.

AUDITORS' RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANICALSTATEMENTS

Our objectives are to obtain reasonable assurance about whether theStandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with Standards on Auditing will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if individually or in the aggregate they could reasonably beexpected to influence the economic decisions of users taken on the basis of theseStandalone financial statements.

As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement of theStandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control;

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for explaining our opinion onwhether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern; and

• Evaluate the overall presentation structure and content of theStandalone financial statements including the disclosures and whether the Standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

OTHER MATTERS

(i) We draw your attention to Note no. 74 to the Standalone FinancialStatements. The Company had received an arbitral award dated 6th July 2012 passed by theLondon Court of International Arbitration (LCIA) wherein the arbitration tribunal hasdirected the Company to purchase the investment of Cruz City 1 (a company owned by LehmanBros.) in Kerrush Investment Ltd. (Mauritius) at the overall value of USD 298382949.34(Previous year ended 31st March 2019 - USD 298382949.34) equivalent to Rs. 224085.59lakhs (Previous year ended 31st March 2019 - Rs. 206839.06 lakhs). The High Court ofJustice Queen's Bench Division Commercial Court London had confirmed the said award.

Further consequent to the order passed by the Hon'ble High Court ofDelhi in the case instant the company is required to make the aforesaid investment intoKerrush Investments Ltd. (Mauritius). The decree of the aforesaid amount against thecompany is pending for execution.

Based on the information obtained and review procedures performed weare unable to assess whether the underlying SRA project in Santacruz Mumbai would besubstantial to justify the carrying value of these potential investments.

(ii) We draw attention to Note no. 70 of the Standalone FinancialStatements A forensic audit of the Company was conducted as per directions of the Hon'bleSupreme Court and the report on the forensic audit was submitted in a sealed envelope tothe Hon'ble Supreme Court. We have been informed that the report on the forensic audit isnot available with the Company or its Board of Directors; hence impact of observations inthe forensic audit report can be ascertained only after the same is obtained.

(iii) We draw attention to Note no. 71 of the Standalone FinancialStatements we did not audit the financial statements/ information of Libya branch officeincluded in the Standalone financial statements of the Company whose financialstatements/ information reflect total assets of Rs. 1328.47 lakhs (Previous year Rs.4417.45 lakhs) as at 31st March 2021 and total revenues of Rs. NIL (Previous year Rs.NIL) for the year ended on that date as considered in the Standalone financial statementsand described above. The company has also made provision against all assets of Rs.1328.47 Lakhs (Previous year Rs. 4417.45 Lakhs). The financial statements/ informationof this branch has not yet been audited by the branch auditor due to the adverse politicalsituation prevailing in Libya.

The company has also not applied for necessary approvals from ADcategory - 1 bank to write off all the assets and write back all the liabilities in thebooks of accounts.

Further the company has restated all the assets and liabilities ofLibya branch as on 31st March 2021 based on exchange rate prevailing on that date. Sincethe said assets and liabilities are no longer monetary items in accordance with theprinciples of Indian Accounting Standards 21 "The Effects of Changes in ForeignExchange Rates". In view of the same we are unable to express an opinion on thematter.

(iv) The Standalone Financial Statements include figures of the Companyfor the year ended 31st March 2020 audited by the predecessor auditor videits report dated 9thNovember 2020 in which the predecessor auditor has expressed adisclaimer of opinion.

(v) We draw attention to Note no. 61 of the Standalone FinancialStatements the Company has accounted for following provisions / impairment in theStandalone Financial Statements for the year ended 31st March 2021: -

• Impairment in equity investments made in foreign companies ofRs. 60290.68 lakhs. These investments were made in the year 2007 - 2009 and are alreadysubject matter of investigation by Enforcement Directorate and Serious Fraud InvestigationOffice since last couple of year atleast.

• Provision created against advance given for purchase of sharesof Rs. 31079.48 lakhs. These advances were given in the years 2007 - 2013 and the Companyhas no evidence regarding recoverability of these advances.

• Reversal of deferred tax assets of Rs. 24672.66 created earlieron account of carry forward business losses. Same was reversed as there was no reasonablecertainty of having taxable profits in foreseeable future against which this tax asset canbe adjusted as required under provisions of Indian Accounting Standard 12 "incometaxes".

• Writing off of prepaid expenses of Rs. 3736.26 lakhs pertainingto brokerage paid in earlier years and interest receivable of Rs. 475.21 lakhs. TheCompany has no evidence regarding recoverability of these advances.

• Impairment in equity investments of Rs. 1878.75 Lakhs.

• Reversal of Impairment of loans to subsidiaries of Rs. 13156.42Lakhs

All of the above-mentioned adjustments carried in quarter and yearending 31st March 2021 pertain to the earlier period presented by the management forwhich annual general meeting was already held and the accounts were already adoptedtherein. This gives an indication that there were errors in the financials of earlierperiod which requires restatement as required under provisions of Indian AccountingStandard 8 "accounting policies changes in accounting estimates and errors".The Company is in the process of evaluating possibility of applicability of section 131 ofthe Companies Act 2013 with respect to the earlier period financial statements andsubsequent requirement of seeking approval from concerned authorities as required in thesaid section.

(vi) The company has booked the sale of land amounting to Rs. 3779.01Lakhs and the corresponding cost of sale of land has been booked amounting to Rs. 6744.79Lakhs. The company has shown the land as project inventory in the books of accounts inprevious years. As per the supporting document available regarding sale of land it seemsthe company does not have any legal title over the land at any point of time.

Based on the information and explanation provided by management we areunable to express an opinion on the matter.

(vii) We draw attention to Note no. 73 of the Standalone FinancialResults the company has shown income from maintenance charges amounting to Rs. 2399.90Lakhs during the year ended 31st March 2021. We have not been provided with the relevantagreement/ supporting documents to verify completeness and accuracy of said income.

Due to non-availability of data and supporting documents we are unableto express an opinion on the same.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2016 ('theOrder') issued by the Central Government of India in exercise of powers conferred bysub-section 11 of section 143 of the Act we enclose in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 of the Act we reportthat:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit except as stated in Basis of Disclaimer of Opinion section.

b) Except for the possible effects of the matters described in theBasis of Disclaimer of Opinion section above in our opinion proper books of account asrequired by law have been kept by the Company so far as it appears from our examination ofthose books.

c) The accounts of the branch office of the company auditable undersection 143(8) of the Act by the branch auditor have not yet been audited by the branchauditor due to the adverse political situation prevailing in Libya as mentioned in OtherMatters para above and hence we are unable to comment on whether the financialinformation provided by the management in this regard has been properly dealt with.

d) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account and with the financial information provided by the management withregard to the branch not visited by us except for matters described in the Basis ofDisclaimer section.

e) As mentioned in the Basis of Disclaimer of Opinion section above inour opinion the aforesaid Standalone financial statements are not complied with theIndian Accounting Standards specified under Section 133 of the Act as applicable readwith relevant rules issued thereunder.

f) The matters described in the Basis of Disclaimer of Opinion sectionabove in our opinion may have an adverse effect on the functioning of the company.

g) As mentioned earlier the Hon'ble Supreme Court vide its order dated20th January 2020 has inter alia given directions that the Board of Directors of UnitechLimited as existing on that date be superseded with immediate effect in order tofacilitate the taking over of management by the new Board of Directors constituted interms of the proposal submitted by the Union Government. The company has not provided theForm DIR-8 pursuant to Section 164(2) and the rule 14(1) of Companies (Appointment andQualification of Directors) Rule 2014 as on 31st March 2021 and hence we are unable tocomment on whether all the directors are disqualified as on 31st March 2021.

h) The qualifications relating to the maintenance of accounts and othermatters connected therewith are as stated in the Basis for Disclaimer of Opinion sectionabove.

i) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure B". Our report expresses a Disclaimer ofOpinion on the existence of the Company's internal financial control over financialreporting.

j) With respect to the other matters to be included in the Auditors'Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i) The company has not provided the full details of pendinglitigations as mentioned in the Disclaimer of Opinion para we are unable to comment onwhether the company has disclosed the impact of pending litigations on its financialposition in the Standalone Financial Statements in accordance with the generally acceptedaccounting practice. Refer Note 47 of the Standalone financial statements.

ii) The company has not provided the details and relevant supporting ofany long term contracts including derivative contracts entered into by the company andhence we are unable to comment on whether the company has made provisions as requiredunder the applicable law or accounting standards for all material foreseeable losses onlong term contracts.

iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company. With regard tounclaimed and unpaid amounts pertaining to matured deposits and interest accrued thereonthe Company has informed us that a number of deposit holders have put in claims which arepending before various judicial forums for the matured deposit and interest accruedthereon and hence ascertaining the unclaimed amounts for the purpose of transfer to theInvestor Education and Protection Fund was indeterminate.

iv) The disclosures requirements relating to holding as well as dealingin specified bank notes were applicable for the period from 8th November 2016 to 30December 2016 which are not relevant to these Standalone financial statements. Hencereporting under this clause is not applicable.

3. As required by section 197(16) of the Act we report that thecompany has paid remuneration to its directors during the year in accordance with theorder no. Legal -10/01/2020 dated 21/01/2020 of the Central Government Ministry ofCorporate Affairs.

For GSA & Associates LLP
Chartered Accountants
Firm Registration No.: 000257N/ N500339
(Tanuj Chugh)
Partner
Place: Gurugram Membership No. 529619
Date: 08th June 2022 UDIN: 22529619AKNZBU8451

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 of 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government in terms of Section 143(11) of the Act wegive in the Annexure as follows:-

i) In respect of its property plant and equipment:

a) The company has not maintained proper records showing fullparticulars including quantitative details and situation of Fixed Assets comprising'property plant and equipment 'capital work-in-progress' & 'investment property'';

b) The Fixed assets comprising 'property plant and equipment &'investment property' were not physically verified since the previous year by theManagement. According to the information and explanation given to us it is not possibleto determine whether there are any material discrepancies with respect to the same andwhether the same have been properly dealt with in the books of accounts.

c) According to the information and explanations given to us and therecords examined by us and based on the examination of the registered sale deed / transferdeed / conveyance deed provided to us we report that the title deeds comprising all theimmovable properties of land and buildings which are freehold are held in the name of theCompany as at the balance sheet date. In respect of immovable properties of land andbuildings that have been taken on lease and disclosed under property plant andequipment& right-to-use assets in the Standalone financial statements the leaseagreements are in the name of the Company where the Company is the lessee in theagreement.

ii) As per explanation given to us the inventories were not physicalverified by the Management at reasonable intervals and hence it is not possible todetermine whether there are any material discrepancies with respect to the same andwhether the same have been properly dealt with in the books of accounts.

iii) The company has granted unsecured loans to companies and partiescovered in the register maintained under section 189 of the Companies Act 2013;

(a) The company has not provided any agreements or other supportingdocuments regarding the same and hence it is not possible to determine whether the termsand conditions of the grant of such loans are prejudicial to the company's interest.

b) The schedule of repayment of principal and payment of interest hasnot been stipulated and hence we are unable to comment upon whether the repayments orreceipts of the principal amount and the interest are regular.

c) Since the schedule of repayment has not been stipulated theprovisions of clause (iii) (c) of the Order are not applicable to the company.

iv) The company has not provided the complete details and relevantsupporting in relation to loans investments guarantees and security provided/made by theCompany in respect of the provisions of section 185 and 186 of the Companies Act 2013 andhence we are unable to comment on the same.

v) The Company has not accepted any deposits under the provisions ofsections 73 to 76 or any other relevant provisions of the Companies Act 2013 and therules framed thereunder. Further the Company had accepted deposits under Section 58A ofthe erstwhile Companies Act 1956. In our opinion and according to the information andexplanations given to us the Company has not complied with requirement of section 74(1)(b) read with Rule 19 of the Companies (Acceptance of deposits) Rules 2014 with regard tothe deposits accepted from the public. The nature of contravention are not determinableand there are no information provided to us whether any order has been passed by theCompany Law Board or National Company Law Tribunal or Reserve Bank of India or any courtor any other tribunal and whether same has been compiled with or not.

vi) According to the information and explanations given to us theCentral Government has prescribed the maintenance of cost records under sub-section (1) toSection 148 of the Companies Act 2013 in respect of products and services sold / renderedby the Company. The details of maintenance of cost records are not made available to usand hence we are unable to comment on whether accounts and records have been made andmaintained.

vii) According to the information and explanations given to us andaccording to the books and records as produced and examined by us in our opinion:

a) Undisputed statutory dues such as Provident Fund and Employees'State Insurance Income-tax Sales tax Service Tax Value added tax Goods and ServicesTax Customs Duty Excise Duty Goods and Services Tax Cess and other material statutorydues as applicable have not been deposited with the appropriate authorities.

b) According to the information and explanations given to usundisputed amounts payable in respect of Provident Fund Employees' State InsuranceIncome-tax Goods and Services Tax Customs Duty Excise Duty Cess and other materialstatutory dues were in arrears as at 31 March 2021 for a period of more than six monthsfrom the date they became payable and the details of the same are under compilation andhence we are unable to comment on the same.

c) The company has not provided the details of the complete details ofdisputed dues and hence we are unable to comment on amount involved and the forum wheredispute is pending.

viii) Company has during the year defaulted in the repayment of loansor borrowings to financial institution bank or to debenture holders. The details ofdefault cannot be quantified and disclosed as the company does not have complete detailsof sanction letters repayment schedules bank confirmations loan account statementsetc.

ix) The Company has not raised moneys by way of initial public offer orfurther public offer (including debt instruments). The company has not provided sanctionletters and other supporting documents in respect of term loans and hence we are unable tocomment on whether the amount raised from term loans have been applied for the samepurpose for which they are raised.

x) To the best of our knowledge and according to the information andexplanations given to us we came across many transactions entered by erstwhilemanagement which are under investigation on account of fraud by Enforcement Directorateand Serious Fraud Investigation Office. All these matters are also subjudice beforeHon'ble Supreme Court of India. Accordingly pursuant to the requirement of Section143(12) of Companies Act 2013 we are under duty to report these transactions to Ministryof Corporate Affairs "MCA" through Form ADT 4.

xi) In our opinion and according to the information and explanationsgiven to us the Company has paid/provided managerial remuneration in accordance with theorder no. Legal -10/01/2020 dated 21/01/2020 of the Central Government Ministry ofCorporate Affairs.

xii) The Company is not a Nidhi Company and hence reporting underclause 3(xii) of the order is not applicable.

xiii) In our opinion and according to the information and explanationsgiven to us the Company is in compliance with

Section 177 and 188 of the Companies Act 2013 where applicable forall transactions with the related parties and the details of related party transactionshave been disclosed in the Standalone financial statements etc. as required by theapplicable Indian Accounting Standards.

xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of the order is not applicable to the Company.

xv) In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its directors or persons connected with him and hence provisions of section 192 ofthe Companies Act 2013 are not applicable.

xvi) The Company is not required to be registered under section 45-I ofthe Reserve Bank of India Act 1934.

For GSA & Associates LLP
Chartered Accountants
Firm Registration No.: 000257N/ N500339
(Tanuj Chugh)
Partner
Place: Gurugram Membership No. 529619
Date: 08th June 2022 UDIN: 22529619AKNZBU8451

ANNEXURE - B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in clause (f) of paragraph 2 under 'Report on Other Legaland Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls under Clause(i) of Subsection3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Unitech Limited as of 31st March 2021 in conjunction with ouraudit of the Standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India ("TheICAI"). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the ICAI and the Standards on Auditing prescribed under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of Internal Financial Controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the Standalone financial statements whether due tofraud or error.

Because of the matter described in Disclaimer of Opinion paragraphbelow we were not able to obtain sufficient appropriate audit evidence to provide a basisfor an audit opinion on internal financial controls system over financial reporting of theCompany.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of\the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the Standalone financial statements.

Disclaimer of Opinion

 

The system of internal financial controls over financial reporting withregard to the Company were not made available to us to enable us to determine if theCompany has established adequate internal financial control over financial reporting andwhether such internal financial controls were operating effectively as at 31st March2021.

We have considered the disclaimer reported above in determining thenature timing and extent of audit tests applied in our audit of the standalone financialstatements of the Company and the disclaimer has affected our opinion on the standalonefinancial statements of the Company and we have issued a disclaimer of opinion on thefinancial statements.

For GSA & Associates LLP
Chartered Accountants
Firm Registration No.: 000257N/ N500339
(Tanuj Chugh)
Partner
Place: Gurugram Membership No. 529619
Date: 08th June 2022 UDIN: 22529619AKNZBU8451

.