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Directors Report of Unitech International Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(Amt. in Lacs)

Particulars Year Ended

2014-15 2013-14

Total Income 9164.75 1323.56

Total Expenditure 9156.33 1327.75

Profit/Loss before Taxation 8.41 (41.83)

Profit/Loss after Taxation 8.41 (41.83)

Profit/Loss brought forward 142.22 184.05

Transfer from General Reserve - -

Balance carried to Balance Sheet 150.63 142.22

2. REVIEW OF OPERATION:

The Company has incurred Profit of Rs. 8, 41,258/- during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS:

During the year under review Mr. Reynold Misquitta(Din No.: 06419502) , Jagdishchandra H Ghumara (Din No. 00519468) & Mr. Pankaj Mehta (Din No.: 00821644) resigned with effect from 31st October,2014, 30th March,2015 & 14th August,2015 respectively. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

Mr. Dhruv Desai who retire by rotation being eligible offers themselves for re-appointment at the ensuing Annual General meeting.

Mr. Dhruv Desai is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of 3 year w.e.f 01/09/2015 to 31/08/2018.

The Board of Directors appointed Mrs. Grace Jose Mathoor appointed as Additional Director at their meeting held on 30th March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Mr. Thomas Joseph appointed as Additional Director at their meeting held on 14th August,, 2015. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

Independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

8. Particulars of loans, guarantees or investments

The company has not given any loans or guarantees or made any investments covered under the provisions of section 186 of the Companies Act, 2013.

9. Number of Meetings

The Board has met 6 (Six) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2 and the same forms part of this report.

13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 134(3)(m) of the company Act, 2013, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable. (Annexure -1)

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

15. RESEARCH & DEVELOPMENT:

No Specific Research & Development activities are being carried on by the Company.

16. AUDITOR & AUDITORS REPORT

The Board recommends M/s. S S Agarwal & CO. Chartered Accountants, as statutory auditors of the Company for the year 2015 -16 who have also confirmed their appointment shall be within the limits prescribed under Section 141 of the Companies Act, 2013, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

Since notes to account are self explanatory, no further explanation is given by the Board as such. The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

17. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Joseph Mathoor - Chairman, Mr. Dhruv Desai and Mr. Thomas Joseph as members of the Audit Committee.

18. STAKEHOLDER'S RELATIONSHIP COMMITTEE (Previously SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE):

Stakeholder's Relationship Committee is consisting of Mr. Joseph Mathoor - Chairman, Mr. Thomas Joseph and Mr. Dhruv Desai as the members of the stakeholder's relationship committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

19. NOMINATION & REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprised of Mr. Joseph Mathoor -Chairman, Mr. Pankaj Mehta and Mr. J H Ghumara as members.

19. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed M/s. Shikha Jain, Practicing Company Secretary (MembershipNo.32709) as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure -III to the Board's Report.

The Board has appointed M/s. Shikha Jain, Practicing Company Secretary (MembershipNo.32709) as Secretarial Auditor of the Company for the financial Year 2015-16.

Comments on Secretarial Audit Report:

1) The Company could not find the eligible candidate for the post of Company Secretary and same Company is in process of searching an eligible candidate.

2) The Company is in the process of appointing the Internal Auditor in the forthcoming Board Meeting.

3) Due to lack of funds the Company has not repaid the unsecured, loan it is in the process of repaying the same.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure II.

21. STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges:

a) BSE Limited (Scrip Code:531867)

b) Ahmedabad Stock Exchange Limited.(Scrip Code: 63059)

22. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

23. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board. The Company has framed a risk management policy and testing in accordance with the laid down policy which is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. The Board considers risk management to be a key business discipline designed to balance risk and reward and to protect he Group against uncertainties that could threaten the achievement of business objectives.

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

The Corporate Governance & Management Discussion and Analysis Report which forms an integral part of this Report are set as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

26. OTHER LAWS:

During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

27. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

For and On Behalf of the Board For UNITECH INTERNATIONAL LIMITED

Sd/- Sd/- Dhruv Desai Joseph Mathoor Director Director Din: 00493960 Din: 02087812 Place: Mumbai Date: 01.09.2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS & OPERATIONS:

The Financial Results are briefly indicated below: (Amt in Lacs)

Particulars Year Ended 2013-14 2012-13

Total Income 1323.56 417.35

Total Expenditure 1327.75 412.48

Profit/Loss before Taxation (4.19) 4.87

Profit/Loss after Taxation (4.19) 3.36

Profit/Loss brought forward 18.40 15.04

Transfer from General Reserve - 0.00

Balance carried to Balance Sheet 14.21 18.40

The Company has incurred losses of Rs. (4183954)/- during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years. The management is putting every effort to come out of the red.

2. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

4. DIRECTORS:

Mr. Joseph Mathoor(Din-02087812), Director of the Company who retires by rotation as per the Articles of Association of the Company and being eligible offers themselves for re-appointment as Directors of the Company.

5. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. AUDITORS:

The Board recommends M/s. S S Agarwal & Co. Chartered Accountants, as Statutory Auditors of the Company for the year 2014 -15, who have also confirmed their appointment shall be within the limits prescribed under Section 141 of the Companies Act, 2013, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

7. AUDITOR''S REPORT:

There are no adverse observations made by the Auditors in their Report.

8. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Joseph Mathoor - Chairman, Mr. Jagdishchandra H. Ghumara and Mr. Dhruv Desai as Members of the Audit Committee.

9. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Joseph Mathoor – Chairman, Mr. Dhruv Desai and Mr. Pankaj Mehta as Members of the Shareholders and Investors Grievance Committee.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate safeguarding the accounting records in accordance with the provisions of the Companies Act, 1956 for assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

11. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

12. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges

A) Bombay Stock Exchange Limited.

B) Ahmedabad Stock Exchange Limited.

13. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

14. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

15. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given elsewhere in this Annual Report.

17. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

18. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

19. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

By Order Of the Board For UNITECH INTERNATIONAL LIMITED

Sd/- Sd/ Director Director

Date: 14th August, 2014 Place: Mumbai


Mar 31, 2013

To, The Members of UNITECH INTERNATIONAL LIMITED.

The Director''s have pleasure in presenting the 18th ANNUAL REPORT together with Audited Statement of Accounts along with the report of the Auditors for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

(Amt in Rs.)

PARTICULARS YEAR ENDED

2012-13 2011-12

Total Income 417353923 404233443

Total Expenditure 412488324 399200966

Profit/(Loss) before Taxation 4865599 5032476

Profit/(Loss) after Taxation 3362129 3477441

Profit/(Loss) Brought Forward 15042428 11564987

Balance carried to Balance Sheet 18404557 15042428

2. REVIEW OF OPERATIONS:

The Company has made Profits of Rs.3, 362,129 during the financial year. The shares of your Company are listed at BSE Limited and Ahmedabad Stock Exchange Limited. The past trend indicates that the Company has made growth over the years and continues to diversify its business operations in coming years.

3. DIVIDEND:

The directors feel it prudent to plough back profits for meeting the growing requirements of the funds for diversification programs and hence the Directors have decided not to recommend any dividends for the year under review.

4. PUBLIC DEPOSITS:

During the year, the Company has not accepted any Fixed Deposits during the year under review within the meaning of the Companies Act, 1956 and the rules made there under.

5. DIRECTORS :

Mr. Dhruv Desai and Mr. Jagdishchandra Ghumara, Directors of the Company who retires by rotation and being eligible to offers themselves for re-appointment as Directors of the Company.

Mr. REYNOLD MISQUITTA who was appointed as Additional Director of the Company and pursuant to the provisions of the Companies Act, 1956 is appointed as director of the Company and eligible to retire by rotation.

6. AUDITORS AND THEIR REPORT:

M/s. S. S. Agarwal & Co., Chartered Accountants, statutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They have signified their willingness to accept re-appointment as Statutory Auditors of the Company and further have confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956. There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee consisting of Mr. Pankaj Mehta Chairman, Mr. Joseph Mathoor and Mr. Dhruv Desai as Members.

8. SHAREHOLDER AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee consist of Joseph Mathoor as Chairman and Mr. Pankaj Mehta and Mr. Madhusudan Yadav as Members.

9. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 As required under Section 217 of the Companies Act, 1956:

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

10. STATEMENT OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and is not applicable in case of your Company. The Foreign Earning Exchange of the Company for the year is 2005818 and the foreign exchange outgo of the Company during the year is NIL.

11. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) BSE Limited.

b) Ahmedabad Stock Exchange Limited.

12. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under the review, as stipulated under Cl.49 of the Listing Agreement, is presented in a separate section forming a part of Annual Report.

13. CORPORATE GOVERNANCE:

In line with the requirement of Clause 49 of the Listing Agreement, a separate report on Corporate Governance, along with a certificate of Statutory Auditors of the Company is annexed herewith for the information of the members.

14. PERSONNEL:

No employee of the Company was in receipt of remuneration over and above the sum specified under section 217(2A) of the Companies Act, 1956.

15. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

For and on behalf of Board of Directors

Place: Mumbai Sd/- Sd/-

Date: 02nd September, 2013 Director Director


Mar 31, 2012

To, The Members of Unitech International Ltd.

The Director''s have pleasure in Presenting the 17th ANNUAL REPORT together with Audited Statement of Accounts along with the report of the Auditors for the year ended 31st March 2012.

1. FINANCIAL RESULTS:

(Amt in Rs.) 31 March, 2012 31 March, 2011 Rs. Rs.

Turnover 404,233,443 192,377,491

Profit Before Depreciation, Interest & Taxation 5,081,317 1,299,177

Interest 48,841 0

Profit Before Depreciation & Tax 5,032,476 12,99,177

Depreciation 0 0

Profit After Depreciation & Interest 5,032,476 12,99,177

Provision for Tax 1,555,035 401,446

Provision for Deferred Tax 0 0

Profit after Tax 3,477,441 897,731

Surplus / (Deficit) Of Earlier Year 1,790,232 892501

Balance carried over to Balance Sheet 3,580,464 1,790,232



2. PUBLIC DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review within the meaning of the Companies Act, 1956 and the rules made there under.

3. DIVIDEND:

The directors feel it prudent to plough back profits for meeting the growing requirements of the funds for diversification programmes and hence the Directors have decided not to recommend any dividends for the year under review.

4. AUDITORS:

M/s. S. S. Agarwal & Co., Chartered Accountants, auditors of your Company, retire at the forth coming Annual General Meeting and being eligible, offer them for reappointment, to hold office from conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

5. AUDIT COMMITTEE:

In terms of the provisions of Section 292A of the Companies Act, 1956 your Company has constituted the Audit Committee at their meeting held on 30th April, 2011, comprising of the following for the year ended 31st March 2012. The Committee met 4 times during the Year:

Name Designation Non-executive Number of Meetings Director/Independent Attended Mr. Pankaj Valia Chairman Promoter Director 4

Mr. Dhruv. R.Desai Director Promotor Director 4

Mr. Joseph Mathoor Director Independent Director 4







The Audit Committee of Unitech International Limited performs the following functions:

- Overseeing the company''s financial reporting process and disclosure of financial information to ensure that the financial statement is correct, Sufficient and credible;

- Recommending the appointment and removal of external auditor, fixation of audit fee and approval for payment of any other services;

- Reviewing with management the annual financial statement before submission to the board;

- Reviewing with the management and external and internal auditors, the adequacy of internal control Systems;

- Reviewing the adequacy of internal audit function;

- Discussing with auditors any significant finding and follow up on such issues;

- Reviewing the findings of any internal investigations by the auditors in matters where there is suspected fraud or irregularity, or a failure of internal control system of a material nature and then reporting such matters to the Board;

- Discussing with auditors before the audit the commences on the nature and scope of audit, as well as having post-audit discussion to ascertain any area of concern;

- Reviewing the Company''s financial and Risk Management policies; and

- To review the quarterly, half yearly and Annual Financial results of the Company before submission to the Board.

All members of the audit committee are Knowledgeable in project finance, accounts and company Law.

12. EARNINGS AND OUTGO:

Management recognizes that the company''s human resources represent a vital contribution to its success and to enable them to perform the better manner.

13. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and are set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

14. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit. The Industrial relations during the year have been cordial and harmonious at all levels of the organization and the Directors wish to place on record their appreciation of the contribution made by the Company''s entire work force for the success and progress of the Company.

15. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Dhruv R. Desai

Date : 1 September, 2012 Director


Mar 31, 2011

The Director''s have pleasure in Presenting the 17th ANNUAL REPORT together with Audited Statement of Accounts along with the report of the Auditors for the year ended 31st March 2011.

1. FINANCIAL RESULTS:

31st March, 2011 31st March, 2010 Rs. Rs.

Turnover 192,377,491 8,395,146

Profit Before Depreciation, Interest & Taxation 1,299,177 7,464

Interest 0 0

Profit Before Depreciation & Tax 12,99,177 7,464

Depreciation 0 0

Profit After Depreciation & Interest 12,99,177 7464

Provision for Tax 401,446 (2,239)

Provision for Deferred Tax 0 0

Profit after Tax 897,731 5225

Surplus / (Deficit) Of Earlier Year 892501 887276

Balance carried over to Balance Sheet 1,790,232 892501

2. PUBLIC DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review within the meaning of the Companies Act, 1956 and the rules made there under.

3. DIVIDEND:

The directors feel it prudent to plough back profits for meeting the growing requirements of the funds for diversification programmes and hence the Directors have decided not to recommend any dividends for the year under review.

4. AUDITORS:

M/s. S. S. Agarwal & Co., Chartered Accountants, auditors of your Company, retire at the forth coming Annual General Meeting and being eligible, offer them for reappointment, to hold office from conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

5. AUDIT COMMITTEE:

In terms of the provisions of Section 292A of the Companies Act, 1956 your Company has constituted the Audit Committee at their meeting held on 30th April, 2008, comprising of the following for the year ended 31st March 2011. The Committee met 4 times during the Year:

Name Designation Non-executive Director/ Independent Number of Meetings Attended

Mr. Pankaj Valia Chairman Independent 8

Mr. Dhruv.R.Desai Director Promoter Director 8

Mr. Joseph Mathoor Director Independent Director 8

Mr. Pankaj Mehta Director Independent Director 7

Mr. Kirti Mehta Director Independent Director 8

The Audit Committee of Unitech International Limited performs the following functions:

- Overseeing the company''s financial reporting process and disclosure of financial information to ensure that the financial statement is correct, Sufficient and credible;

- Recommending the appointment and removal of external auditor, fixation of audit fee and approval for payment of any other services;

- Reviewing with management the annual financial statement before submission to the board;

- Reviewing with the management and external and internal auditors, the adequacy of internal control Systems;

- Reviewing the adequacy of internal audit function;

- Discussing with auditors any significant finding and follow up on such issues;

- Reviewing the findings of any internal investigations by the auditors in matters where there is suspected fraud or irregularity, or a failure of internal control system of a material nature and then reporting such matters to the Board;

- Discussing with auditors before the audit the commences on the nature and scope of audit, as well as having post-audit discussion to ascertain any area of concern;

- Reviewing the Company''s financial and Risk Management policies; and

- To review the quarterly, half yearly and Annual Financial results of the Company before submission to the Board.

All members of the audit committee are Knowledgeable in project finance, accounts and company Law. Minutes of each audit committee meeting are placed before and discussed in the full Board.

12. EARNINGS AND OUTGO:

Management recognizes that the company''s human resources represent a vital contribution to its success and to enable them to perform the better manner.

13. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and are set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

14. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit. The Industrial relations during the year have been cordial and harmonious at all levels of the organization and the Directors wish to place on record their appreciation of the contribution made by the Company''s entire work force for the success and progress of the Company.

15. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Dhruv R. Desai

Date : 1st September, 2011 Director


Mar 31, 2010

The Directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

31st March, 2010 31st March, 2009 Rs. Rs.

Sales 83,95,146 61,66,667

Profit (Loss) before Depreciation, Interest & Tax 7,464 3,83,567

Interest 0 97,298

Profit before Depreciation & Tax 7,464 2,86,269

Depreciation 0 2,73,762

Profit after Depreciation & Interest 7,464 12,507

Provision for tax 2,239 (3,783)

Provision for deferred tax 0 29,24,231

Prof it after tax 5,225 (29,15,507)

Surplus/Deficit of earlier year (20,36,955) 8,78,552

Balance carried to Balance Sheet (Profit/ (Loss) Account) (20,31,730> (20,36,955)

2. OPERATIONS:

During the year under Report your Company achieved a Turnover of Rs. 8395146/-as against Turnover of Rs. 6166667/- in the previous year reflecting an increase of 36 %. The profit after Depreciation and Tax was Rs. 5225/- as against profit of Rs.(2915507/-) - in the year ended

3. DIVIDEND:

In view of loss, the Directors have decided not to recommend any dividend for the year under review.

4. DIRECTORS:

Shri Dhruv R. Desai, Director of the Company who retires by rotation under Article 104 of Articles of Association of the Company and being eligible offer himself for re-appointment as director of the Company.

Shri. Pankaj Jayantilal Mehta who was appointed as Additional Directors of the Company under Section 260 of the Companies Act, 1956 holds their office upto this Annual General Meeting. The Company has received notices from Shareholders of the Company with requisite deposit of Rs.500/- for his appointment as Director of the Company. The Resolutions for their appointment as Director are proposed in the Notice of this Annual General Meeting for consideration of the Members of the Company.

5. AUDITORS:

M/s. Bhoota Shah & Co, Chartered Accountants who were appointed as the Statutory Auditors of the Company at the last Annual General Meeting have expressed their inability to continue as auditors of the Company. The Company has appointed M/s. S S AGARWAL & Co, Chartered Accountants as the Statutory Auditors of the Company in place of M/s Bhoota Shah & Co, Chartered Accountants in the Extra Ordinary General Meeting held on 28th May, 2010. The Board recommends the reappoint of M/s S S Agarwal & Co., as auditors of the Company for the financial year 2010-11, who have also confirmed that their appointment shall be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

6. AUDITORS REPORT:

There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee was reconstituted on 03s1 April, 2010. The Board appointed Shri Joseph Kuriakose Mathoor Chairman Shri. Kirti Kantilal Mehta and Shri Pankaj Jayantilal Mehta as Members of the Audit Committee

8. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholder and investor Grievance Committee was reconstituted on 03s April, 2010. The Board appointed Shri Joseph Kuriakose Mathoor Chairman, Shri. Kirti Kantilal Mehta and Shri Pankaj Jayantilal Mehta as Members of the Shareholders and Investors Grievance Committee.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

* b) The Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

10. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS! RULES. 1988:

Information in accordance with the provisions of Section 217(l)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

11. STOCK EXCHANGE:

The Company is listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange.

The Shares of the Company are presently suspended from trading in both the Stock Exchanges.

12. PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits during the year under report.

13. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

14. FOREIGN EXCHANGE:

There were no foreign exchange Earnings or outgo during the year under review.

15. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and are set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

16. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit. The Industrial relations during the year have been cordial and harmonious at all levels of the organization and the Directors Wish to place on record their appreciation of the contribution made by the Companys entire work force for the success and progress of the Company.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Companys Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

FOR AND ON BEHALF OF THE BOARD,

Sd/- PANKAJ VALIA CHAIRMAN

Place : Mumbai Date : 12th August, 2010


Mar 31, 2009

The Directors have pleasure in presenting their 14th Annual Report on the business and operations of the Com- pany for the year ended 31st March, 2009.

1. FINANCIAL RESULTS :

31st March, 2009 31st March, 2008

Sales 61,66,667 39,44,212

Profit (Loss) before Depreciation, Interest & Tax 3,83,567 3,33,651

Interest 97,298 -

Profit before Depreciation & Tax 2,86,269 3,33,651

Depreciation 2,73,762 3,18,464

Profit after Depreciation & Interest 12,507 15,187

Provision for tax (3,783) -

Provision for deferred tax 29,24,231 -

Profit after tax (29,15,507) 15,187

Surplus/ Deficit of earlier year 8,78,552 8,63,365

Balance carried to Balance Sheet (Profit/ (Loss) Account) (20,36,955) 8,78,552

2. DIVIDEND:

In view of loss, the Directors have decided not to recommend any dividend for the year under review.

3. DIRECTORS;

Shri Kirti G. Desai, Director of the Company who retires by rotation under Article 104 of Articles of Association of the Company and is eligible for re-appointment but has not offered himself for re-appointment.

Shri. Pankaj H. Valia and Shri. Kirti Kantilal Mehta who were appointed as Additional Directors of the Company under Section 260 of the Companies Act, 1956 hold their office upto this Annual General Meeting. The Company has received notices from Shareholders of the Company with requisite deposit of Rs. 500/- for each of them for their appointment as Directors of the Company. The Resolutions for their appointment as Directors are pro- posed in the Notice of this Annual General Meeting for consideration of the Members of the Company.

Shri. Gajendra Desai, who was Director of the Company has ceased to hold his Office as Director of the Company under Section 283(l)(g) of the Companies Act, 1956.

4. OPERATIONS;

During the year under Report your Company achieved a Turnover of Rs. 6,166,667/- as against Turnover of Rs.3,944,212/- in the previous year reflecting an increase of 56.34 %. The profit after Depreciation and Tax was Rs. (2,915,507) as against profit of Rs. 15,187/- in the year ended 31a March, 2008.

5. AUDITORS:

M/s. Dedhia Talak Devji, Chartered Accountants who were re-appointed as the Statutory Auditors of the Com- pany at the last Annual General Meeting have expressed their inability to be re- appointed for the year ended 2009-10. The Directors propose to appoint M/s. Bhoota Shah & Co, Chartered Accountants as the Statutory Auditors of the Company in place of M/s. Dedhia Talak Devji, Chartered Accountants and have also confirmed that their appointmeotshall be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

6. AUDITORS REPORT;

There are no adverse observations made by the Auditors in their Report.

4. AUDIT COMMITTEE

Audit Committee was reconstituted on 01st April, 2009. The Board appointed Shri. Kirti Kantilal Mehta and Shri Pankaj Harilal Valia as Members of the Audit Committee in place of Shri. Gajendra N. Desai and Shri. Dhruv Rajesh Desai

5. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE

Shareholder and investor Grievance Committee was reconstituted on 01st April, 2009. The Board appointed Shri. Kirti Kantilal Mehta and Shri Pankaj Harilal Valia as Members of the Shareholders and Investors Grievance Committee in place of Shri. Gajendra N. Desai and Shri Dhruv Rajesh Desai

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) in the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) the Directors had selected such Accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Com- pany and for preventing and detecting fraud and other irregularities, and,

d) the Directors had prepared the Annual Accounts on a going concern basis.

10. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information in accordance with the provisions of Section 217(l)(e) of the Act read with the Companies (Disclo- sure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technol- ogy Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

11. STOCK EXCHANGES:

The Company is listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange.

The Shares of the Company are presently suspended from trading in both the Stock Exchanges.

12. PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits during the year under report.

13. PARTICULARS OF EMPLOYEES :

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

14. FOREIGN EXCHANGE:

There were no foreign exchange Earnings or outgo during the year under review.

15. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and are set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

16. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit. The Industrial relations during the year have been cordial and harmonious at all levels of the organization and the Directors wish to place on record their appreciation of the contribution made by the Companys entire work force for the success and progress of the Company.

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Companys Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constitu- ents and look forward to maintain the same in future.

For and on behalf of the Board

Sd/- DHRUV R. DESAI

EXECUTIVE DIRECTOR & CFO PLACE : Mumbai DATE : 3rd September, 2009

 
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