Unitech Ltd

All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.

(D) Other Information to be added as Notes 1. Due to administrative, logistic problems in the Company and faced with numerous litigations by a large number of Homebuyers and other stakeholders, the Honble Supreme Court directed the Union Government to propose the appointment of an independent Board of Directors for Unitech Limited. In compliance thereto, the Central Government proposed the constitution of a new Board of Directors, which was approved by the Honble Supreme Court vide its Order dated 20.01.2020 passed in Bhupinder Singh Vs. Unitech Limited in civil appeal No. 10856/2016. Accordingly, the erstwhile Management of Unitech Limited was superseded and a new Board of Directors was appointed to take over the management of Unitech Limited and its affiliates, under the chairmanship of Mr. Y.S. Malik, IAS (Retd.), formerly Secretary to Government of India. 2. In view of large-scale Court cases and thousands of litigations, including Homebuyers, Fixed Deposit Holders, Investors and other stakeholders, and with a view to enable the new Management to focus on finding a holistic solution to the real issues, the Honble Supreme Court was pleased to grant moratorium against institution of any proceedings against Unitech Limited and its Subsidiaries. The moratorium was also, likewise, extended to the existing proceedings against the Company as well as enforcement of orders that may have been passed against the Company. The relevant extract of the order dated 20.01.2020 is reproduced herein below for your perusal. (vii) Pending further order of this Court, there shall be a moratorium against the institution of proceedings against Unitech Limited and its subsidiaries. The moratorium shall also extend to existing proceedings against the company as well as the enforcement of order that may have been passed against the company. 3. The Honble Supreme Court, vide its order dated 18.05.2022, ordered that the moratorium which is presently in force shall continue to remain in operation. The relevant extract of the order dated 18.05.2022 is reproduced herein below for your perusal. (v) The moratorium which is presently in force shall continue to remain in operation 4. In view of the above, it is mentioned that the Balance Outstanding of the Loans given directly or indirectly to the Promoter Group or entities, controlled directly or indirectly by them, amounting to Rs. 280.25 Crore, is the legacy balance of the erstwhile Management/ Promoters, against whom criminal proceedings are already pending in various Courts including the Honble Apex Court. Some of these transactions have also been highlighted in the Forensic Audit conducted into the affairs of the Company on the direction of the Honble Supreme Court. Moreover, these loans were given by the erstwhile Management which already stands superseded by the order of the Honble Supreme Court. Further, certain transactions of this nature, including round trippings, are a subject matter of investigation by Agencies like the Enforcement Directorate. Since the matter is sub-judice, thus, any affirmation whatsoever cannot be given at this stage till all investigations are completed and Court proceedings attain finality. II. Affirmations: Given the position explained above it is not possible to submit an affirmation to the effect that: All Loans (or other form of Debt), Guarantees, Comfort Letters (by whatever name called) or Securities in connection with any Loan(s) (or other form of Debt) given directly or indirectly by the Listed Entity to Promoter(s), Promoter Group, Director(s) (including their relatives), Key Managerial Personnel (including their relatives) or any Entity controlled by them are in the economic interest of the company. It is on account of inherent complexities, multiplicity of investigations being carried out by various Central Investigating Agencies, Court cases pending against the Promoters/ erstwhile Management in various Courts and non-availability of all relevant information and record, it is not possible for the incumbent Management, appointed with the prior approval of the Honble Supreme Court, to certify that these Loans etc. as mentioned above were in the economic interest of the Company.

Secretarial Audit Report has been placed before te Board of Directors and observations/non-compliances highlighted by the Secretarial Auditors in the Secretarial Audit Report, if any, have been reviewed by the Board of Directors.