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