డైరెక్టర్ల నివేదిక Unitech International Ltd.

Mar 31, 2024

The Directors of the Company take pleasure in presenting their 29^thAnnual Report together with the annual audited
financial statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS:

The summary of the Company''s financial performance for the financial year 2023-24 as compared to the previous financial
year 2023-24 is given below:

Particulars	For the Year Ended March 31, 2024	For the Year Ended March 31, 2023
Revenue from operations	502.69	2314.09
Other Income	3.63	11.43
Total Income	506.32	2325.52
Expenditure (excluding depreciation)	3081.16	3345.63
Depreciation	146.17	158.00
Total Expenditure	3227.33	3503.63
Profit / (Loss) before Tax	(2721.01)	(1178.11)
Tax	-	-
Deferred Tax	9.92	13.62
Profit / (Loss) after tax	(2711.09)	(1164.49)
Earnings per share (Basic)	(27.14)	(11.73)
Earnings per share (Diluted)	(27.14)	(11.73)

HIGHLIGHTS ON COMPANY PERFORMANCE:

During the year Company has earned income of Rs. 506.32 (in Lacs)/- for the year 2023-2024 including other income as
compared to Rs. 2325.52 (in Lacs)/- in the previous year. The Net loss after tax was Rs. (2711.09)/- (in Lacs) for the year
2023-2024 against the Net loss of Rs. (1164.49)/- in the previous year.

DIVIDEND:

During the year under review, owing to the fund requirements for business expansion plans and to conserve the resources,
your Directors do not recommend any dividend.

SHARE CAPITAL:

There are no changes in the Share Capital of the Company during the financial year.

TRASNFER TO RESERVES:

The Company has transferred Rs. (2711.09)/- to reserves and surplus during the Financial Year 2023-24.

DEPOSITS:

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the
Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the Financial Statement.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have
occurred between 31st March, 2024 and the date of this report other than those disclosed in this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going
concern status of your Company and its future operations.

DETAILS OF REMUNERATION TO DIRECTORS:

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies
Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
has been appended as ANNEXURE - I

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies
(Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the
Report as ANNEXURE - II and also provided on the website of the Companywww.unitechinternationalltd.com

AUDITORS:

1. Statutory Auditors

M/s. ADV and Associates (Firm Registration No. 128045W) Statutory Auditors of the Company is reappointed for the
F Y 2024-2025.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK & Associates
LLP, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024¬
2025.

The Report of the Secretarial Auditor is annexed herewith as ANNEXURE III and forms an integral part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC -
2 are appended as ANNEXURE IV.

BOARD OF DIRECTORS:

The Board of Directors of the Company is not duly constituted as per the provisions of the Companies Act, 2013 &
applicable provisions, rules & regulations of SEBI (LODR) Regulations, 2015, during the year 2023-24.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the
Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section149(6) of the
Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its
operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action
on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory Auditors.
Significant Audit observations and follow up actions thereon are reported to the Audit Committee.

POLICIES ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors'' appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act
forms part of Corporate Governance Report . Gist of this policy is given in ANNEXURE - V to this report. The detailed
policy is available on the Company''s websitewww.unitechinternationalltd.com

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder, Regulation 17(10) of the Listing
Regulations and guidance note issued by SEBI, the Independent Directors of the Board carried out the annual evaluation of
the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The
performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee
and noted in turn by the Board.

BOARD COMMITTEES:

Your Company has following Committees of Board, viz,

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee
Details of its compositions are as follows:

Sr. No.	Name of the Committee		Members of the Committee as on 31.03.2022
1.	Audit Committee		Mr. Dipak Kothari - Chairman Mr. Thomas Joseph- Member Mrs. Grace Mathoor - Member Mr. Joseph Mathoor- Member
2.	Nomination and Committee	Remuneration	Mr. Dipak Kothari - Chairman Mr. Thomas Joseph- Member Mrs. Grace Mathoor - Member Mr. Joseph Mathoor- Member
3.	Stakeholders'' Committee	Relationship	Mr. Dipak Kothari - Chairman Mr. Thomas Joseph- Member Mrs. Grace Mathoor - Member Mr. Joseph Mathoor- Member

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors''
Responsibility Statement, your Directors hereby confirm that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed;

• appropriate accounting policies have been selected and applied consistently and estimates and judgments made
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 of the Company for that period;

• proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of
Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities;

• the annual accounts have been prepared on a going concern basis; and

• proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and
the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the
Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated
under regulation 34 of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on the Company''s policies and strategy apart from other Board
matters.

During the financial year 2023-24, 6 (Six) board meetings were held on 07.06.2023, 14.08.2023, 06.09.2023, 10.11.2023,
28.12.2023 and 14.02.2024. The gap between the two board meetings did not exceed 120 days.

The 28^th Annual General Meeting of the Shareholders was held on 29.09.2023. No Extra-Ordinary General Meeting of the
Company was held during the years.

COMMITTEE MEETINGS:

During the financial year 2023-24, committee meetings held during the year are as mentioned below:

1. Audit Committee meetings were held on 07.06.2023, 14.08.2023, 10.11.2023 and 14.02.2024.

2. Stakeholders'' Relationship Committee meetings were held on 28.12.2023

3. Nomination and Remuneration Committee meetings were held on 07.06.2023 and 10.11.2023

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

The details relating to nature of activities which are being carried on by the Company, the particulars as prescribed under
Section 134(3)(m) of the Act read with Companies'' (Accounts) Rules, 2014 regarding Conservation of Energy and
Technology Absorption, and research and development are as follows:

Power & fuel Consumption

Sr. No.	Particulars	2023-2024	2022-2023
1	Electricity units KWH( In Rs)	46719.8	76,756
2	Value in Rs.	503254	7,30,789

Consumption per unit of production

Sr. No.	Particulars	2022-2023	2022-23
1	Cost per unit (Rs.)	10.77	10
2	Consumption per ton of Production (Rs.)	678.82	261

RESEARCH & DEVELOPMENT:

During the year the board of Director has not conducted any Research & Development activity.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company at present does not have any formal
technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (In Rs.)

Sr. No.	Particulars	2023-2024	2022-23
1	Foreign Exchange Earnings	-	2,85,00,639
2	Foreign Exchange outgoings	-	3,73,70,796

LISTING OF SHARES OF THE COMPANY:

The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd.

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2023-2024 on time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring
to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by
using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on
Corporate Governance which forms part of the Annual Report. During the financial year 2023-2024, no cases under this
mechanism were reported in the Company and any of its subsidiaries/ associates.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been set
up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. The policy is available on the Company''s website
www.unitechinternationalltd.com.

Constitution of POSH Committee:

Sr. no	Post of Committee Member	Employee Name	Designation	Mobile no.	Email ID
1	Presiding officer	Grace Mathoor	Woman Director	9819417140	[email protected]
2	Member	Swati Jain	Company Secretary	7987204346	[email protected]
3	Member	Komal Desai*	Woman employee	9930623224	[email protected]
4	External Member	Mital Mulik	Consultant	8080319020	[email protected]

*Reconstitued w.e.f. 27.12.2023

The following is summary of sexual harassment complaints received and disposed off during the calendar year:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry
Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this
Report.

ACKNOWLEDGEMENTS:

The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance, Ministry of Corporate Affairs,
Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial
institutions and the bankers of the company for their ongoing support. The Directors also place on record their sincere
appreciation for the continued support extended by the Company''s stakeholders and trust reposed by them in the
Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in
satisfactory performance during the year.

On behalf of the Board of Directors
Sd/- Sd/-

RohaanBhathena Joseph Mathoor

Managing Director Director and Chief Financial Officer

DIN: 08332428 DIN: 02087812

Date: 05.09.2024
Place: Mumbai

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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

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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

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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

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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

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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

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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

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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