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Directors Report of Unno Industries Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 23rd Annual Report together with the audited financial results for the period ended on 31st March, 2015

Financial Performance

(Rs. in Lacs)

Year Ended Year Ended

Particulars 31.03.2015 31.03.2014

Income 236.44 138.55

Profit Before taxation 14.81 12.97

Provision For Taxation 4.70 4.02

Profit/ Loss for the Year 10.11 8.95

Provision For Deferred Tax 0.00 0.00

Profit / Loss For the Year 10.11 8.95 Earnings Per Share 0.0024 0.0021

Dividend

Your directors regret their inability to recommend any dividend for the year considering in Adequate profits during the year.

Transfer of Unclaimed Dividend to Investor Education And Protection Fund.

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

Subsidiaries As on March, 2015, the Company has two wholly owned subsidiaries, namely Richway Enterprises Pvt Ltd and Livin Dragons Entertainment Pvt Ltd.

In accordance with the Clause 49 of the Listing Agreement, the minutes of the subsidiaries were placed before the meeting of Board of Directors of Your Company.

Consolidated Financial Statements

The Audited Consolidated Financial Statements of your Company are prepared in accordance with the Accounting Standard (AS) 21 on "Consolidated Financial Statements" read with Accounting Standards Rules as applicable.

Reserves

Your Directors have not proposed to transfer any amount to the Reserve Fund as the company is having Nominal Profit.

Deposits

Your Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under during the year under review.

Share Transfer System And Registers & Share Transfer Agents During the year under review, the Company has connectivity with both Depositories, namely NSDL and CDSL. The Company has appointed Purva Sharegistry (India) Pvt.Ltd Unit No. 9, Shiv Shakti Industrial Estate J.R.Boricha Marg, Opp Kasturba Hospital Lane Lower Parel (E) Mumbai – 400011 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members. Listing on Stock Exchange

The Equity Shares of the Company are listed on the Bombay Stock Exchange. The Company is also listed on Madhya Pradesh Stock Exchange.

Brief Description of the Company's Working during the Year/State of Company's Affair The Company being an Investment and Finance Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds; stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups.

Details In Respect Of Adequacy of Internal Financial Controls With Reference To The Financial Statements.

The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Auditors & Auditors' Report

The Auditors' Report given elsewhere in the annual report is self explanatory and does not call any explanation from the Board. M/s. Sanjay N. Shah & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL.

Extract Of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT – 9) and is attached to this Report.

Directors and Key Managerial Personal

NAME DESIGNATION PURPOSE

Prafulchandra Managing Director Appointed as Managing Director of the company w.e.f Gordhandas Zaveri 30th March, 2015

Pankaj Dawar Additional Director Appointed as an Additional director of the Company w.e.f. 19th December, 2014.

Rohit Shaw Independent Director Appointed as an Additional director of the Company w.e.f. 30th May, 2014.

Hetal Priteshkumar Additional Director Appointed as an Additional director of the Solanki Company w.e.f. 30th March,2015.

Pritesh Naranbhai Additional Director Appointed as an Additional director of the Solanki Company w.e.f. 30th May, 2015.

Number of Meetings of the Board Of Directors

Six Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates:

i) 30th May, 2014, ii) 14th August, 2014, iii) 14th November, 2014, iv) 19th December, 2014, v) 6th February, 2015, vi) 30th March, 2015.

Audit Committee

Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

NAME DESIGNATION

Pankaj Dawar Chairman

PrafulChandra Gordhandas Zaveri Member

Rohit Shaw Member

Details of Establishment of Vigil Mechanism For Directors And Employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 14th August, 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation

Rohit Shaw Chairman

Pankaj Dawar Member

PrafulChandra Gordhandas Zaveri Member

Stakeholder's Grievances Committee

The composition of the Investor grievance and Stakeholders Committee under Section 178 of the Companies Act' 2013 is hereunder:

Name Designation

Pankaj Dawar Chairman

PrafulChandra Gordhandas Zaveri Member

Pritesh Naranbhai Solanki Member

Particulars of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm's length basis during the financial year 2014-15.

Managerial Remuneration

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

Secretarial Audit Report

CS Anup Pandey, Practising Company Secretary [C.P.No,14626], is appointed as the Secretarial Auditor of the company. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

The Secretarial Audit Report is attach in this report as Form MR- 3

Report On Corporate Governance

Report on corporate governance as required under clause 49 of the Listing Agreement entered into with the stock exchanges is given separately. A certificate from the auditors of the company regarding compliance of the conditions of corporate governance is also attached with the report.

Risk Management Policy

The company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

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

Acknowledgements

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors

Sd/- Sd/-

PrafulChandra Gordhandas Zaveri Pankaj Dawar

Managing Director Director

DIN: 07073660 DIN: 06479649

Place: Mumbai

Date: 30th May, 2015


Mar 31, 2013

The directors have pleasure in presenting the 21st Annual Report together with the audited financial results for the period ended on 31st March, 2013

FINANCIAL PERFORMANCE

(Rs. in Lacs) Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Income 64.92 66.93

Profit before Taxation 10.89 10.43

Provision for Taxation 3.36 0.10

Profit/Loss for the year 7.51 6.54

Provision for Deferred Tax 0.01 3.88

Profit/Loss for the Year 7.51 6.54

Earnings Per Share (EPS) 0.01 0.10

FINANCIAL HIGHLIGHTS AND OPERATIONS

The Total Income of the company for the year ended 64.92 Lacs. The Profit before tax stood at 10.89 Lacs and Profit after tax for the year ended under review stood at 7.51 Lacs. On consolidated basis the total income of your company and its subsidiaries stand at 550.24 Lacs. The consolidated profit before tax (PBT) stands at 15.08 Lacs. The consolidated profit after tax (PAT) stood at 10.30 Lacs. The earning per shares(EPS), on the equity shares having face value of Rs 1/- stands at 0.0024 Considering the total equity capital of 4264.2875.

DIVIDEND

Your directors regret their inability to recommend any dividend for the year considering in adequate profits during the year.

SCHEME OF AMALGAMATION

Basukinath RealEstate Limited, Baviscon Vincom Limited and Pinnacle VIntrade Limited have been amalgamated with the Company with effect from 31st March, 2013 in terms of Scheme of Amalgamation sanctioned by the Hon''ble High Court of Judicature at Bombay vide order dated 28th January, 2013.

SUBSIDIARIES

During the year under review the Board has adopted Richway Enterprises Pvt Ltd and Livin Dragons Entertainment Pvt Ltd as the subsidiary of the company.

In view of the general exemption granted by the Ministry of Corporate Affairs, the annual accounts of the subsidiary companies are not required to be attached to your Company''s Accounts.

The Board of Directors of your company in their meeting held on 30th May, 2013 has given their consent, for not attaching the Annual Accounts of the subsidiary with that of the Company, Accordingly annual financial statement of the Subsidiary Companies and other documents requited to be attached under section 212 (1) of the Companies Act, 1956 to the Balance sheet of the company are not attached. However, these documents shall be made available upon request to any members of the Company interested in obtaining the same also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned, Further the financial data of Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company are prepared in accordance with the Accounting Standard (AS) 21 on "Consolidated Financial Statements" read with Accounting Standards Rules as applicable.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year under review.

AUDITORS & AUDITORS'' REPORT

The Auditors'' Report given elsewhere in the annual report is self explanatory and does not call any explanation from the Board. M/s. Sanjay N. Shah & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil. There were no foreign exchange earnings and out go during the year.

DIRECTORS

During the year Mr. Narendra Kumar Gangwal, Managing Director of the company, have resigned from the office of the Board of directors on 30th May, 2013 due to their own other occupation.

And also Mr. Pawan Dalmia, Managing Director of the company, have resigned from the office of the Board of Directors on 22nd July, 2013 due to their own other occupation.

Your board acknowledges their contribution and co-operation extended during their tenure.

Mr. Bhairu Ratan Ojha, has been appointed as Additional Director and also the Managing Director of the company on 22/07/2013 as Independent director to feel the vacancy caused by Mr. Pawan Dalmia.

Mr. Pradeep Patni , Independent Director is retiring director by rotation and being eligible offer himself for re-appointment in ensuing annual general meeting.

Mr. Bhairu Ratan Ojha, additional directors and also the Managing Director of the company, being eligible offer themselves for re-appointment in ensuing annual general meeting.

Your directors recommend for the appointment.

CORPORATE GOVERNANCE

Report on corporate governance as required under clause 49 of the Listing Agreement entered into with the stock exchanges is given separately. A certificate from the auditors of the company regarding compliance of the conditions of corporate governance is also attached with the report.

DIRCTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by The Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. 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 affair of the company at the end of the financial year 2011- 12 and of the Loss of the company for that period.

3. The directors have 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.

4. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board

Sd/-

Bhairu Ratan Ojha

Managing Director

Mumbai,

Dated 30/05/2013


Mar 31, 2012

The directors have pleasure in presenting the 20th Annual Report together with the audited financial results for the period ended on 31st March, 2012

FINANCIAL PERFORMANCE (Rs. in Lacs)

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

Income 66.93 70.82

Profit before Taxation 10.43 3.38

Provision for Taxation 0.10 1.85

Profit/Loss for the year 6.54 1.53

Provision for Deferred Tax 3.88 12.45

Profit/Loss for the Year 6.54 (-)10.92

Earnings Per Share (EPS) 0.10 (-)0.17

There was a marginal decrease in the interest income during the previous year due to decrease in loans given by the company. The company has incurred a net loss of Rs. 25.28 lakhs on account of F & O transactions. Your company has earned a Profit of Rs. 10.43 lakhs. After providing Income Tax including deferred Tax, profit comes to Rs. 6.54 lakhs. NPA of the company have decreased by Rs. 1.91 Lakhs. During the year no amount have been written off as bad debts.

DIVIDEND

Your directors regret their inability to recommend any dividend for the year considering in adequate profits during the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year under review.

AUDITORS & AUDITORS' REPORT

The Auditors' Report given elsewhere in the annual report is self explanatory and does not call any explanation from the Board. M/s. Jain Doshi & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil. There were no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr. Gaurav Jain and Mrs Neelima Kasliwal, independent directors of the company, have resigned from the office of the Board of directors on 28th Feb., 2012 due to their own other occupation.

Your board acknowledge their contribution and co-operation extended during their tenure.

Mr. Anup Kumar Shah independent directors of the company, have resigned from the office of the Board of directors on 16th July, 2012 due to his own other occupation.

Your board acknowledges his contribution and co-operation extended during his tenure.

Mr. Pawan Dalmia, and Mr. Alok Todi, has been appointed as Additional Directors of the company on 28/12/2012 as Independent director to feel the vacancy caused by Mr. Gaurav jain and Mrs Neelima Kasliwal.

Mr. Pawan Kumar Dalmia, Independent Director is retiring director by rotation and being eligible offer himself for re-appointment in ensuing annual general meeting.

Mr. Pawan Dalmia, and Mr. Alok Todi, additional directors of the company, being eligible offer themselves for re-appointment in ensuing annual general meeting.

The company has received notice from the member for appointment of Mr. Jai Prakash Gupta, as independent director, being eligible, offer himself for the appointment in ensuing annual general meeting.

Your board recommends to appoint all the proposed appointments.

CORPORATE GOVERNANCE

Report on corporate governance as required under clause 49 of the Listing Agreement entered into with the stock exchanges is given separately. A certificate from the auditors of the company regarding compliance of the conditions of corporate governance is also attached with the report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by The Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. 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 affair of the company at the end of the financial year 2011-12 and of the Loss of the company for that period.

3. The directors have 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.

4. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board

Narendra Kumar Gangwal Managing Director

Mumbai, Dated: 27/08/2012


Mar 31, 2010

The directors have pleasure in presenting the 18th Annual Report together with the audited financial results for the period ended on 31st March, 2010.

FINANCIAL PERFORMANCE (Rs. in Lacs)

Particulars Year Ended Year Ended

31.03.2010 31.03.2009

Income 67.94 58.97

Loss before Taxation (6.50) (7.46)

Provision for Taxation (Deferred Tax Assets) 1.81 0.17

Loss for the year (4.69) (7.63)

Provision for Deferred Tax Assets(Prev. Years) 21.94 0.00

EPS (0.11) (0.11)

There was a increase in the interest income due to increase in advances during the year. The company has incurred a net loss of Rs. 25.28 lakhs on account of share transaction. Your company has incurred a loss of Rs. 6.50 lakhs. After providing Fringe benefit Tax for previous year, loss comes to Rs. 6.58 lakhs. During the year Deferred Tax assets have been taken in books Rs. 23.83. NPA of the company have increased by Rs. 5.22 Lakhs. During the year no amount have been written off as bad debts.

DIVIDEND

Your directors regret their inability to recommend any dividend for the year considering loss during the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual Genera] Meeting and are recommended for reappointment.

LISTING & DEMATERIALISATION OF SHARES

Dematerialisation of Shares are pending for want of listing of 13,00,000 additional shares with the Bombay Stock Exchange Ltd. Mumbai issued by the company in the year 2002-03. The stock exchange Mumbai has raised matter of application of SEBI Takeover code for which legal opinion has been sought from consultants and matter is under review. Delisting process of shares from M.P. Stock Exchange, Indore and Ahemdabad Stock Exchange is under progress.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Companies (Disclosure of particulars in the report of Directors)Rules, 1988 on conservation of energy and technology absorption are NIL.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed ,as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

Part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are Nil There were no foreign exchange earning and out go during the year.

DIRECTORS

Mrs. Neelima Kasliwal is retiring director by rotation and being eligible offer herself for re-appointment. Your directors recommend for the appointment.

Mr Pradeep Patni director is proposed to appoint as Whole Time Director at a remuneration to be fixed in ensuing annual general meeting. Your directors recommend for the appointment.

Remuneration of Mr. Narendra Kumar Gangwal is proposed to be fixed w.e.f. 01.04.2010 in ensuing general meeting. Your directors recommend for fixing remuneration.

CHANGE IN REGISTERED OFFICE

It may be recalled that resolution for shifting of Registered office of the company from Madhya Pradesh to Maharashtra was passed Postal Ballot on 03.01.2009 tc give effect of change in Memorandum of Association. Your company had made petition under section 17 of Companies Act, 19S6 for sanction to company Law Board and same is being accepted by the Company Law Board, Mumbai Bench vide dated 03/03/2010. Consequentially change in MOA has been made and Certificate of change is received from Registrar of Companies, Mumbai.

CORPORATE GOVERNANCE

Report on corporate governance as required under clause 49 of the Listing Agreement entered into with the stock exchanges is given separately. A certificate from the auditors of the company regarding compliance of the conditions of corporate governance is also attached with the report.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by The Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices 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 affair of the company at die end of the financial year 2009-10 and of the Loss of the company for that period.

3. The directors have 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.

4. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board

Narendra Kumar Gangwal

Managing Director

Mumbai, Dated 21st August,2010

 
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