20th

ANNUAL REPORT

2014-2015

OF

UNITECH INTERNATIONAL LIMITED

COMPANY DETAILS

Name of the Company : UNITECH INTERNATIONAL LIMITED

Corporate identification Number(CIN) : L99999MH1994PLC082810

Registered Office : Office No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar,

90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East,

Mumbai-400 077

E-mail Id : unitech.international1@gmail.com

Tel. No. : 022-21022523

BOARD OF DIRECTORS

DHRUV DESAI : EXECUTIVE DIRECTOR

JOSEPH MATHOOR : NON-EXECUTIVE DIRECTOR

GRACE MATHOOR : NON-EXECUTIVE DIRECTOR

THOMAS JOSEPH : INDEPENDENT DIRECTOR

AUDITOR OF THE COMPANY

Name of Auditor of the company : M/S. S S AGARWAL & CO.

Chartered Accountant

Address : Building No. 49/2349, Sri Satya Sai Krupa CHS Ltd,

Opp. MIG Cricket Club, Bandra (E), Mumbai 400 051

REGISTRAR AND SHARE

TRANSFER AGENT

Name of Registrar And Share Transfer Agent : System Support Services

Address : 209, Shivai Ind Estate, 89, Andheri Kurla Road,

Saki Naka, Andheri E, Mumbai – 400 072

Tel. No. : 91-22-28500835

Email Id : sysss72@yahoo.com

BANKERS OF THE

COMPANY

Name of bank of the company : HDFC Bank

State Bank of India

20TH ANNUAL GENERAL MEETING

Date: 30th September,2015

Day: Wednesday

Time: 10.00 a.m.

Place: Office No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar

East, Mumbai-400 077.

CONTENTS OF ANNUAL REPORT 2014-2015

Sr. No Particulars Page No

1 Notice 01

2 Directors’ Report 11

3 Management Discussion and Analysis 27

4 Report of Corporate Governance 29

5 Auditors’ Report 41

6 Balance Sheet 45

7 Statement of Profit & Loss Account 46

8 Notes forming part of Accounts 47

9 Cash Flow Statement 55

10 Proxy Form 56

11 Attendance Slip 57

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NOTICE

NOTICE is hereby given that the 20th Annual General Meeting of the members of UNITECH

INTERNATIONAL LIMITED will be held on Wednesday, 30th September, 2015, at 10.00 A.M. at the Office

No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East,

Mumbai-400 077 to transact the following business:

ORDINARY BUSINESS:

1) To receive, consider and adopt the Profit and Loss Account of the Company for the year ended 31st March, 2015 and Balance Sheet as at that date, Cash Flow statement for the year ended 31st March, 2015 and Report of the Directors and Auditors thereon.

2) To appoint a Director in place of Mr. Dhruv Desai (DIN:00493960) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

3) To ratify the appointment of Auditor of the company and to fix their remuneration and to pass the following resolution as an ordinary resolution thereof:

“Resolved that pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, pursuant to the recommendations of the audit committee of the Board of Directors the appointment of M/s S S Agarwal & Co., Chartered Accountants, (Membership No-050521) as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2016 be and is hereby ratified and that the Board of Directors be and is hereby authorized to fix the remuneration payable to them for the financial year 2015-16 as may be agreed upon by the Audit Committee/ Board of Directors in consultation with the Auditors.

SPECIAL BUSINESS

4) Appointment of Mrs. Grace Mathoor as a Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152 & 160 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualifications of Directors) Rules, 2014, Mrs. GRACE JOSE MATHOOR (DIN: 07140028), who was initially appointed as an Additional Director by the Board of Directors at its meeting held on 30th March, 2015 and who holds office until the conclusion of this Annual General Meeting, and in respect of whom company has received a notice in writing proposing her candidature for the office of a Director, be and is hereby appointed a Director of the Company whose term of office shall be subject to retirement by rotation.”

5) Appointment of Mr. Thomas Joseph as a Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Thomas Joseph (DIN: 07264096) who was initially appointed as an Additional Director by the Board of Directors at its meeting held on 14th August, 2015 and who holds office until the conclusion of this Annual General Meeting and who is eligible for appointment and has consented to act as Director of the Company and in respect of whom company has received a notice in writing from a member under Section 160 of the Act proposing her candidature for the office of a Director, be and is hereby appointed a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Thomas Joseph (DIN: 07264096), a Non-executive Director of the Company

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who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) and who is eligible for appointment, , be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (Five) consecutive years from 14th August,2015.”

6) Creation of charge / mortgage etc. on Company’s movable or immovable properties in terms of Section 180 (1) (a) of the Companies Act, 2013.

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the earlier resolutions passed and pursuant to the provisions of section 180(1) (a) and other applicable provisions if any, of the Companies Act, 2013 including any statutory modifications or any amendments or any substitution or re-enactment thereof for the time being in force and all other applicable Acts, laws, rules, regulations, and guidelines for the time being in force; and subject to such terms and conditions as may be imposed by them, consent be and hereby accorded to the Board of Directors of the Company , to lease or mortgage , charge or create any security on the whole or substantially the whole of the undertaking of the Company including moveable or immoveable properties and assets of the Company, to secure the repayment of term loan/financial assistance obtained/to be obtained for business purpose for an amount which shall not at any time exceed Rs. 100,00,00,000(Rupees One Hundred Crores Only) for availing credit facilities from various Financial Institutions, Banks, and / or Bodies Corporate for the Company.”

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to vary and/or alter the terms and conditions of the security aforesaid in consultation with the financial institutions/banks/other lenders and mortgages as may be necessary”.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to prepare, finalize, and execute in favour of the said financial institution/banks/other lenders the documents, writing, and such other agreements, as may be necessary for creating mortgages and/or charges as aforesaid and to do all such acts, deeds, matters and things as may be necessary and/or expedient in that behalf.”

7) Increase in borrowing power in terms of Section 180 (1) (c) of the Companies Act, 2013.

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, or any amendment or modification thereof, Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee constituted or to be constituted from time to time thereof for the time being exercising the powers conferred on the Board by this Resolution) for borrowing from time to time, any sum or sums of monies, from any one or more of the Company's Bankers and/or from any one or more other persons, firms, bodies corporate or financial institutions, whether in India or abroad, and whether by way of cash credit, advance or deposits, loans, debentures or bill discounting, and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company's assets, licences and properties, whether immovable or movable or stock-in-trade (including raw materials, stores, spare parts and components in stock or in transit) and work-in-progress and all or any of the undertaking of the Company, notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company which (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) will or may exceed the aggregate of the paid-up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, so that the total amount upto which the moneys may be borrowed by the Board and outstanding at any time shall not exceed the sum of Rs. 100,00,00,000/- (Rupees One Hundred Crores only).

RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize, settle and execute such documents/deeds/writings/papers/agreements as may be required and to do all acts, deeds, matters and things, as it may in its absolute discretion deemed necessary, proper or desirable and to settle any

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question, difficulty or doubt that may arise in regard to creating mortgage/charge as aforesaid and also to delegate all or any of the above powers to the Committee of the Board and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”

8) Loans or investments and to give guarantees or to provide security in connection with a loan made

under Section 186 of the Companies, Act, 2013.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to Section 186 and all other applicable provisions, if any, of the Companies Act, 2013, read with the relevant Rules thereof (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the consent of the Company be and is hereby accorded to the Board of Directors including any Committee thereof (hereinafter referred to as “the Board”) to (i) give any loans to any person or other body corporate, or (ii) give any guarantees or to provide security in connection with a loan to any other body corporate or person, or (iii) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate exceeding sixty percent of company’s paid up capital and its free reserves and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more as the Board of Directors may think fit, provided that the total loans or investments made, guarantees given, and securities provided shall not any time exceed Rs. 100,00,00,000/- (One hundred Crores Only) over and above the paid up capital of the Company and its free reserves.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such actions and to give all such directions as may be necessary or desirable and also to settle any question or difficulty that may arise in regard to the proposed investments or loans or guarantees or securities and to do all such acts, deeds, matters and things and to execute all such deeds, documents and writings as may be necessary, desirable or expedient in connection therewith."

9) Adoption of New set of Articles of Association of the Company in accordance with the Companies Act, 2013.

To Consider and if thought fit, to pass with or without modification (s), the Following resolutions as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the draft regulations contained in the Articles of Association submitted to this Meeting be and are hereby approved and adopted in substitution of the existing Articles of Association of the Company.”

RESOLVED FURTHER THAT the Board of Directors of the Company or any other person authorized in this behalf, be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution”

10) Appointment of Dhruv Desai as a Managing Director - Key Managerial Person (KMP)

To Consider and if thought fit, to pass with or without modification (s), the Following resolutions as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196 & 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and such other approvals / consents as may be required, the consent of the members of the company be and is hereby accorded to the appointment of Mr. Dhruv Desai, as Managing Director of the Company for a period of 3 years with effect from 01/09/2015 to 30/08/2018 on such terms and conditions including remuneration as specified in the Explanatory Statement annexed to this Notice, with liberty and power to the Board of Directors (hereinafter referred to as ‘the Board’), in the exercise of its discretion, to alter and vary from time to

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time the terms and conditions of the said appointment and remuneration subject to the same not exceeding the limits specified under Schedule V of the Companies Act, 2013.” RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board For UNITECH INTERNATIONAL LIMITED

Sd/- Dhruv Desai Chairman

Din: 00493960 Registered Office: Off. No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East, Mumbai-400 077. CIN: L99999MH1994PLC082810

Date: 01st September, 2015

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF /HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON ONLY AS A PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR OTHER SHAREHOLDER.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details

relating to Special Business at the meeting, is annexed hereto.

3. The Register of Members and the Share Transfer Books of the Company will remain closed from,

Wednesday 23rd September, 2015 to Wednesday, 30th September, 2015 (both days inclusive) for the purpose of Annual General Meeting for the financial year ended 31st March, 2015.

4. Members who wish to attend the meeting are requested to bring duly filled attendance sheet and their

copy of the Annual Report at the Meeting. 5. In case of physical shares, the instrument of Share Transfer complete in all respect should be sent so as to

reach to the Registered Office of the Company prior to closure of the Register of Members as stated above.

6. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate Resolution/authority, as applicable.

7. As required under Clause 49 IV (G) of the Listing Agreement, details of the Directors, seeking appointment

and re-appointment at the ensuing Annual general Meeting are as follows:

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Name of Director Mr. Dhruv Desai Mr. Thomas Joseph Mrs. Grace Mathoor Date of Appointment 27/02/2003 14/08/2015 30/03/2015 Qualification MBA in Finance

Graduate Graduate

Experience in specific functional area.

Accounts & Finance Accounts Administration

Chairman / Member of the committee of other companies*

Nil Nil NIL

Directorship of Other Private Companies are not considered.

8 The transfer of Unclaimed Dividend to Investor Education & Protection Fund of the Central Government as

required in terms of Section 124 of the Companies Act, 2013, during the current Financial Year is not applicable.

9. Members are requested to kindly notify changes including email address, if any, in their address to the

Company’s Registrar & Transfer Agent, M/S. SYSTEM SUPPORT SERVICES at 209 Shivai Industrial Estate, Sainaka, Andheri Kurla Road, Mumbai- 400 072.

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market. The Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts and the Members holding shares in physical form can submit their PAN details to the Company.

11. Members may also note that the Notice of the 20th Annual General Meeting and the Annual Report for

financial year 2014-2015 will also be available on the Company’s website for their download. The physical copies of the aforesaid documents will also be available at the Registered Office of the Company for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost.

PROCEDURE FOR E-VOTING THROUGH ELECTRONIC MEANS 1. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014 as amended upto date and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote at the 20th Annual General Meeting (AGM) by electronic means and the business may be transacted through e- Voting Services provided by Central Depository Services Limited (CDSL).

2. The facility for voting through ballot paper, will also be made available at the AGM and the members attending the AGM who have not already cast their votes by remote e-voting shall be able to exercise their right at the AGM.

3. MANDAR PALAV, Practicing Company Secretary, (Membership No. ACS - 27695) has been appointed as the

Scrutinizer to scrutinize the e-voting process (including the Ballot Form received from the Members who do not have access to the e-voting process) in a fair and transparent manner.

4. The E-voting facility will be available during the following voting period after which the portal will be blocked and shall not be available for E-voting. Once the vote on a resolution is cast by any member, he/she shall not be allowed to change it subsequently.

Commencement of E-voting 26th September, 2015 at 10.00 a.m. End of E-voting 29th September, 2015 at 5.00 p.m.

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4. The cut-off date (record date) for the purpose of E-voting is 23rd September, 2015. The Voting rights of members shall be in proportion to their equity shareholding in the paid up equity share capital of the company as on cut-off date.

5. The Results of E-voting and Physical Voting at the Annual General Meeting along with the scrutinizers’

report shall be placed on the website of the Company and shall also be communicated to the Stock Exchange.

A) Step-by-Step procedure and instructions for casting your vote electronically are as under in case of members receiving e-mail:

Step-1: Open your web browser during the voting period and log on to the e-voting website

www.evotingindia.com

Step-2: Click on “Shareholders” tab. Step-3: Now, select UNITECH INTERNATIONAL LIMITED from the drop down menu and click on “SUBMIT” Step-4: Now Enter your User ID a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. Step-5: Next enter the Image Verification as displayed and Click on Login.

Step-6: If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.

Step-7: If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for

both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company / Depository Participant are requested to enter default PAN No ________________

DOB# Enter the Date of Birth as recorded in your demat account maintained with the DP registered with CDSL. Physical shareholders and demat shareholders with NSDL DP will enter date of Birth as 01/01/1990

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or with the company, otherwise enter account no as________________

# Please enter any one of the details in order to login. Step-8: After entering these details appropriately, click on “SUBMIT” tab. Step-9: Members holding shares in physical form will then reach directly the Company selection screen.

However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for Resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Step-10: For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.

Step-11: Click on the EVSN for UNITECH INTERNATIONAL LIMITED on which you choose to vote.

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Step-12: On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

Step-13: Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

Step-14: After selecting the Resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

Step-15: Once you “CONFIRM” your vote on the Resolution, you will not be allowed to modify your vote.

Step-16: You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

Step-17: If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Step- 18: Note for Institutional Shareholders • Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to

https://www.evotingindia.co.in and register themselves as Corporates. • They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to

helpdesk.evoting@cdslindia.com. • After receiving the login details they have to create a compliance user who would be able to link the

account(s) which they wish to vote on. • The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts

they would be able to cast their vote. • They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same. Step – 19: In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com.

By Order of the Board For UNITECH INTERNATIONAL LIMITED

Sd/- DHRUV DESAI Chairman

Din: 00493960 Registered Office: Off. No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East, Mumbai-400 077. CIN: L99999MH1994PLC082810

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM No. 4

The Board of Directors of the Company appointed Mrs. Grace Jose Mathoor as an Additional Director pursuant to Section 161 of the Companies Act, 2013 effective from 30th March, 2015 she hold the office up to the ensuing Annual General Meeting.

The Company has received notice in writing along with the deposit of requisite amount from Mrs. Grace Jose Mathoor under the provisions of Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director. Board recommends for the approval of Members, the appointment of Mrs. Grace Jose Mathoor as Director of the Company.

None of the other Director except Mr. Joseph Mathoor, Director of the Company is, in any way, concerned or

interested, financially or otherwise, in the resolution set out at Item No. 4. ITEM No. 5 The Board of Directors of the Company appointed Mr. Thomas Joseph as an Additional Director pursuant to

Section 161 of the Companies Act, 2013 effective from 14th August, 2015, he holds the office up to the ensuing Annual General Meeting.

The Company has received notice in writing along with the deposit of requisite amount from Mr. Thomas Joseph under the provisions of Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director. Board recommends for the approval of Members, the appointment of Mr. Thomas Joseph as Director of the Company.

Mr. Thomas Joseph is not disqualified from being appointed as Directors in terms of Section 164 of the Act

and have given their consent to act as Director. The Company has also received declarations from Mr. Thomas Joseph that he meet with the criteria of

independence as prescribed both under sub‐section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

In terms of Section 149 and other applicable provisions of the Act, Mr. Thomas Joseph being eligible, is

proposed for appointment as Independent Director for Five consecutive years on the Board of the Company. The terms and conditions of appointment of Mr. Thomas Joseph, pursuant to the provisions of Schedule IV of

the Act, shall be open for inspection at the Registered Office of the Company by any Member during normal business hours on any working day of the Company.

The Board considers that his association would be of immense benefit to the Company and it is desirable to

appoint Mr. Thomas Joseph as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Thomas Joseph as an Independent Director for the approval by the shareholders of the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their

relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

ITEM No. 6 & 7 Under Section 180 (1)(c) of the Companies Act, 2013 (“Act”), the Board of Directors of a company cannot, except with the consent of the shareholders in general meeting by a special resolution, borrow monies, apart from temporary loans obtained from the company's bankers in the ordinary course of business, in excess of the aggregate of the paid up capital and free reserves of the Company.

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Taking into consideration, the requirements of additional funds to meet the cost of the Company's projects and other capital expenditure programmes, and additional long term working capital requirements of the Company, it is expected to increase the over and above the paid up capital of the Company and its free reserves. The consent and approval of the Shareholders is therefore, sought in accordance with the provisions of Section 180(1)(c) of the Act, to enable the Directors to borrow monies, provided that the total amount so borrowed by the Board shall not at any time exceed Rs. 100,00,00,000/- (One Hundred Crores only) over and above the paid up capital of the Company and its free reserves. The proposed borrowings of the Company may, if necessary, be secured by way of charge/ mortgage/ hypothecation on the Company's assets in favour of Banks/Financial Institution or any other investing agencies and Trustee(s) for the holders of the said securities as mentioned in Item No. 6. As the documents, to be executed between the lenders/security holders/ trustees for the holders of the said securities and the Company, may contain provisions to take over substantial assets of the Company in certain events, it is necessary to pass a Resolution under Section 180(1)(a) of the Act, for creation of charges/mortgages/hypothecations for an amount not exceeding Rs. 100,00,00,000/- (One Hundred Crores only) over and above the paid up capital of the Company and its free reserves. The above proposals are in the interest of the Company and the Directors recommend the Item Nos. 6 and 7 of the Notice for consent and approval by the shareholders. Directors, Key Managerial Personnel and their relatives who are members of the Company, may be deemed to be concerned or interested in the Item Nos. 6 and 7 of the accompanying notice to the extent of their respective shareholding in the Company to the same extent as that of every other member of the Company.

ITEM NO.8 The Chairman informed the Board that for the purpose of the growth plans of the Company, the Company

might need to invest in various joint ventures/subsidiaries or structure the business funding as may be in the best interest of the Company and as may be decided with the loan/funding organization. He added that for this purpose and also in other banking or business transactions Company might be required to give loan, give / issue guarantees on its / its group / subsidiary companies’ behalf, subscribe to shares of other companies or joint ventures, if required, from time to time. The Board of Directors discussed the same in details and passed the following resolution unanimously. The consent and approval of the Shareholders is therefore, sought in accordance with the provisions of Section 186 of the Companies Act, 2013 for the raising the limits upto Rs. Rs. 100,00,00,000/- (One Hundred Crores only) over and above the paid up capital of the Company and its free reserves.

As per the provisions of Section 186 of the Companies Act, 2013, No company shall directly or indirectly (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty per cent. of its paid-up share capital, free reserves and securities premium account or one hundred per cent. of its free reserves and securities premium account, whichever is more.

Where such giving of any loan or guarantee or providing any security or the acquisition exceeds the limits

specified, under Section 186 of the Companies Act, 2013 prior approval by means of a special resolution passed at a general meeting is necessary. As per Section 110 of the companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, the said resolution to be passed through postal ballot process.

The Directors recommend the Item No. 8 of the Notice for consent and approval by the shareholders. Directors, Key Managerial Personnel and their relatives who are members of the Company, may be deemed to

be concerned or interested in the Item No. 8 of the accompanying notice to the extent of their respective shareholding in the Company to the same extent as that of every other member of the company.

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ITEM NO.9 The existing Articles of Association (“AOA”) of the Company are based on the Companies Act, 1956 and

several regulations in the existing AOA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformity with the Companies Act, 2013 (“the Act”). As the Companies Act, 2013 is now in force, the provisions of the Companies Act, 1956 are required to be replaced by provisions of the Companies Act, 2013 and the rules made there under. Accordingly, it is proposed to replace the existing Articles to streamline and align it with the corresponding provisions of the Companies Act, 2013. Members’ attention is invited to certain salient provisions of the Companies Act, 2013, which are applicable to the existing AOA of the Company viz.:

A member may exercise his vote at a meeting by electronic means in accordance with Section 108 and shall vote only once. Company’s lien now extends also bonuses declared from time to time in respect of shares over which lien exists. The Nominee(s) of a deceased sole member are recognized as having titled to the deceased’s interest in the shares. Existing Articles have been streamlined and aligned with the Act and provisions of the existing AOA which are already part of statute in the Act have not been reproduced as they would only lead to duplication – their non-inclusion makes the new AOA crisp, concise and clear and aids easy of reading and understanding.

The Directors recommend the Resolution at Item No. 09 of the Notice for your approval. None of the Directors / Key Managerial Personnel of the Company and their relatives is/are, in any way, concerned or interested, financially or otherwise, in the aforesaid Resolution No. 9 of the Notice.

ITEM NO.10

The resolution seeks approval of the members in terms of section 196 and other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) for the appointment of Mr. Dhruv Desai as the Managing Director of the Company from 01/09/2015 to 31/08/2018. The terms and conditions of his appointment are as follows: Mr. Dhruv Desai will perform such duties as shall from time to time be entrusted to him by the Board of Directors subject to superintendence, guidance and control of the Board of Directors. Salary Payable: Rs. 6, 00,000/- per annum. Reimbursement of Expenses: The Managing Director shall be entitled for reimbursement of payments made for official purpose / for enhancement of Company’s business and such reimbursement shall not form part of the remuneration for the purpose of ceilings, wherever applicable.

By Order of the Board

For UNITECH INTERNATIONAL LIMITED

Sd/-

DHRUV DESAI Chairman

Din: 00493960 Registered Office: Off. No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East, Mumbai-400 077. CIN: L99999MH1994PLC082810

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DIRECTORS’ REPORT Dear Shareholders, 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.

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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. DIRECTOR‘S 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.

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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 -I) 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.

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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. MANAGEMENT DISCUSSION AND ANALYSIS REPORT- Annexure IV

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CORPORATE GOVERNANCE – Annexure V 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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ANNEXURES TO DIRECTORS’ REPORT

Annexure - I

RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

A. Research & Development 1. Future plan of action The Company is taking necessary steps for the revival of operations. B. Technology absorption: 1. Efforts in brief made towards technology absorption, adoption and innovation. No new technology was introduced during the Year ended 2014 -15. 2. Benefits derived as a result of the above efforts. None 3. In case of imported technology (Imported during the last 5 years reckoned from the beginning of

the financial year): Nil C. Foreign Exchange Earnings and Outgo Nil 1. Earning- FOB value of Exports Nil 2. Outgo- CIF Value of Imports Nil

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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Annexure – II

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

I Registration & Other Details:

i CIN L99999MH1994PLC082810 ii Registration Date 11/11/1994 iii Name of the Company UNITECH INTERNATIONAL LIMITED

iv Category/Sub-category of the Company COMPANY LIMITED BY SHARES/ INDIAN NON GOVERNEMENT COMPANY

v Address of the Registered office & contact details

OFFICE NO. 1 & 2 , PLOT NO.353 A, TPS-III, GARODIA NAGAR,90FT. RD. OPP.JAI BHANDHU BLDG, GHATKOPAR E, MUMBAI-400 077, Tel No. : 022-2102523; E-mail Id: unitech.international1@gmail.com

vi Whether listed company YES vii Name , Address & contact details of the Registrar &

Transfer Agent, if any. SYSTEM SUPPORT SERVICES 209,SHIVAI INDUSTRIAL ESTATE, 89, ANDHERI KURLA ROAD, SAKI NAKA, ANDHERI (E), MUMBAI-400 072 Tel: 022-28500835 E-amil Id: sysss72@yahoo.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sr. No Name & Description of main products/services "NIC Code of the Product /service"

"% to total turnover of the company"

1 Metal 3710 76.80 2 Acrylic Plastics & Engineering Plastics - 23.20

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES Sr. No Name & Address of the

Company CIN/GLN HOLDING/

SUBSIDIARY/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

N.A

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

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Category of

Shareholders No. of Shares held at the beginning of the year (01st

April,2014 No. of Shares held at the end of the year(31st

March,2015) % change during the

year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF 3133000 0 3133000 31.02 3133000 0 3133000 31.02 0.00

b) Central Govt.or State Govt. 0 0 0 0 0 0 0 0 0

c) Bodies Corporates 0 0 0 0 0 0 0 0 0

d) Bank/FI 0 0 0 0 0 0 0 0 0

e) Any other 0 0 0 0 0 0 0 0 0

SUB TOTAL:(A) (1) 3133000 0 3133000 31.02 3133000 0 3133000 31.02 0.00

(2) Foreign

a) NRI- Individuals 0 0 0 0 0 0 0 0 0

b) Other Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0 0

e) Any other… 0 0 0 0 0 0 0 0 0

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 3133000 0 3133000 31.02 3133000 0 3133000 31.02 0.00

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0

C) Cenntral govt 0 0 0 0 0 0 0 0 0

d) State Govt. 0 0 0 0 0 0 0 0 0

e) Venture Capital Fund 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0 0 0

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h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0

(2) Non Institutions

a) Bodies corporates 437521 100000 537521 5.32 881237 100000 981237 9.71 4.39

i) Indian 0 0 0 0 0 0 0 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals 0 0 0 0 0 0 0 0 0

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 423021 804200 1227221 12.15 417614 803200 1220814 1.21

-10.9

4

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 4168069 817400 4985469 49.36 3726434 817400 4543834 44.99

-4.37

c) Others (specify)NRI 217489 0 217489 2.15 221815 0 221815 2.20 0.04

SUB TOTAL (B)(2): 5246100 1721600 6967700 68.98 5247100 1720600 6967700 68.98 0.00

Total Public Shareholding (B)= (B)(1)+(B)(2) 5246100 1721600 6967700 68.98 5247100 1720600 6967700 68.98 0.00

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0.00 -

Grand Total (A+B+C) 8379100 1721600 10100700 100.00 8380100 1720600 10100700 100.00 -

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name Shareholding at the beginning of the year(01.04.2014)

Shareholding at the end of the year(31.03.2015)

% change in share holding during the year

NO of shares

% of total shares of the company

% of shares pledged encumbered to total shares

NO of shares

% of total shares of the company

% of shares pledged encumbered to total shares

1 Daksha Rajesh Desai 300000 2.97 0 300000 2.97 0 No Change

2 Darshana Hiren Desai 400500 3.97 0 400500 3.97 0 No Change

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3 Desai Dhruv Rajesh 2432500 24.08 0 2432500 24.08 0 No Change

Total 3133000 31.02 0 3133000 31.02 0 No Change

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No. Share holding at the beginning of the Year

Cumulative Share holding during the year

No. of Shares % of total shares of the company

No of shares % of total shares of the company

At the beginning of the Year 3133000 31.02 3133000 31.02

Date wise Increase/ Decrease in Promoters shareholding during the year specifying the reason for increase/ decrease No Change

At the end of the Year 3133000 31.02 3133000 31.02

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sl. No Shareholding at the end of the year(01.04.2014)

Cumulative Shareholding during the year(31.03.2015)

For Each of the Top 10 Shareholders No.of shares % of total shares of the company

No of shares % of total shares of the company

1 PANKAJBHAI HARILAL VALIA 496500 4.92 496500 4.92

2 DAKSHA PANKAJBHAI VALIA 495000 4.90 495000 4.90

3 BHUSHAN P VALIA 495000 4.90 495000 4.90

4 VHCL INDUSTRIES LIMITED 157600 1.56 157600 1.56

5 NIMESH SHAMBHULAL JOSHI 141100 1.40 141100 1.40

6 KIRTI DESAI 125000 1.24 125000 1.24

7 BHIKHUBHAI N PADSALA 105000 1.04 105000 1.04

8 KIRITKUMAR NAUTAMLAL MODI 131950 1.31 - -

9 NITINBHAI SANGHAVI 110000 1.09 - -

10 KAMLESH RATILAL KARIA 117000 1.16 - -

11 EMERALD CORPORATE ADVISORY PRIVATE LIMITED - - 201074 1.99

12 NUMISMA FINANCIAL ADVISORS PRIVATE LIMITED - - 249110 2.47

13 JAIHIND SYNTHETICS LTD - - 100000 0.99

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(v) Shareholding of Directors & KMP Sl. No Shareholding at the end of the year Cumulative Shareholding during the year

For Each of the Directors & KMP No.of shares % of total shares of the company

No of shares % of total shares of the company

1 Dhruv Desai

At the beginning of the year 2432500

24.08 - -

No change duirng the year 0 0

At the end of the year 2432500 24.08 -

2 Joseph Mahtoor

At the beginning of the year 6500 0.06 - -

No change duirng the year 0 0

At the end of the year 6500 0.06 -

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtness at the beginning of the financial year

i) Principal Amount 0.00 45711897.00 0.00 0.00

ii) Interest due but not paid

0.00 0.00 0.00 0.00

iii) Interest accrued but not due

0.00 0.00 0.00 0.00

Total (i+ii+iii) 0.00 45711897.00 0.00 45711897.00

Change in Indebtedness during the financial year

Additions 20103021.00 32757668.00 0.00 52860689.00

Reduction 0.00 0.00 0.00 0.00

Net Change 0.00 0.00

Indebtedness at the end of the financial year

i) Principal Amount 20103021.00 78469565.00 0.00 98572586.00

ii) Interest due but not paid 0.00 0.00 0.00 0.00

iii) Interest accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 20103021.00 78469565.00 98572586.00

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VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sr. No Particulars of Remuneration Name of MD/WTD/Manager Total Amount 1 Gross Salary (a) Salary as per provisions

contained in section 17(1) of the Income Tax. 1961.

- - - -

- (b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

- - - -

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

- - - -

2 Stock option - - - - 3 Sweat Equity - - - - 4 Commission - - - -

as % of profit - - - - others (specify) - - - -

5 Others, please specify - - - - Total (A) - - - - Ceiling as per the Act - - - -

B. Remuneration to other directors:

Sr. No Particulars of Remuneration Name of Director Total Amount

1 Independent Directors

(a) Fee for attending board committee meetings

(b) Commission

(c ) Others, please specify

Total (1)

2 Other Non Executive Directors Dhruv Desai (Executive Director)

Joseph Mathoor (Non-Executive

Director)

(a) Fee for attending board committee meetings 250,000.00 230,000.00

4,80,000.00

(b) Commission 0 0

(c ) Others, please specify 0 140,200.00 140,200.00

Professional service

Total (2)

250,000.00 370,200.00

620,200.00

Total B = (1+2) 250,000.00 370,200.00 620200.00

Total Managerial Remuneration

Overall Cieling as per the Act. 3% of Net Profits of the Company

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No Particulars of Remuneration

Key Managerial Personnel Total

CEO "Company Secretary"

CFO

1 Gross Salary (a) Salary as per provisions

contained in section 17(1) of the Income Tax. 1961.

- - - -

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

- - -- -

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

- - - -

2 Stock option - - -- 3 Sweat Equity - - - -

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4 Commission - - -- as % of profit - - - - others (specify) - - -- 5 Others, please specify - - - -

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act

Brief Description

Details of Penalty/Punishment/Compounding fees imposed

Authority (RD/NCLT/Court)

Appeall made if any (give details)

A. COMPANY

Penalty

NONE

Punishment

Compounding

B. DIRECTORS

Penalty

NONE

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NONE

Punishment

Compounding

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Annexure – III

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

To, The Members, Unitech International Limited, Office No. 1 & 2, Plot No. 353 A, TPS-III, Garodia, Nagar, 90FT. RD., Opp. Jai Bhandhu Bldg, Ghatkopar E, Mumbai – 400077. I/We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Unitech International Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my/our verification of the M/s. Unitech International Limited, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-Processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I/we have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. Unitech International Limited (“the Company”) for the financial year ended on March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; I/we have also examined compliance with the applicable clauses of the following:

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(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with the: a) BSE Limited (Scrip Code:531867) b) Ahmedabad Stock Exchange Limited.(Scrip Code: 63059) During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: Note: Please report specific non compliances / observations / audit qualification, reservation or adverse remarks in respect of the above para wise. I/we further report that The Board of directors of the company does not have an optimum combination of executive and non-executive directors. Due to the resignation of Mr. Jagdishchandra H Ghumara (Din No. 00519468) on 30th March,2015 the composition of Board and the various committees has not been complied with. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. I/we further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Note: Please report specific observations / qualification, reservation or adverse remarks in respect of the Board Structures/system and processes relating to the Audit period. I/we further report that during the audit period there was no public/right issue/ preferential issue of shares. No Debentures were issued or converted during the year. There was no buy back of securities. The Company did not go for Merger / amalgamation / reconstruction, etc. There was no foreign technical collaboration. Events that took place during the financial year ended March 31, 2015:

1. The Registered Office Address of the Company has been shifted from A/19, Arunoday Niwas, Ganesh Nagar, Rawal Pada, Dahisar East, Mumbai - 400068 to Office No. 1 & 2, Plot No. 353 A, TPS-III,Garodia, Nagar, 90FT. RD.,OPP. Jai Bhandhu Bldg,Ghatkopar E, Mumbai – 400077w.e.f. August 14, 2015.

2. During the year under review Mr. Reynold Misquitta(Din No.: 06419502) & Jagdishchandra H

Ghumara (Din No. 00519468) resigned with effect from 31st October,2014 & 30th March,2015 respectively;

3. The Board of Directors appointed Mrs. Grace Jose Mathoor as an 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;

4. The resolution for adoption of new set of Articles of Association in substitution of the existing Articles

of Association of the Company pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 is included in the notice of the ensuing Annual General Meeting which is scheduled to be held on 30th September, 2015;

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5. There was no Managing Director (MD) and CFO in the Company for the year ended 31st March, 2015.

The resolution for appointment of MD is included in the notice of the ensuing Annual General Meeting

which is scheduled to be held on 30th September, 2015;

6. The Company has not appointed Company Secretary pursuant to the provisions of Section 203 of the

Companies Act, 2013 and 47(c) of the Listing Agreement;

7. The Company has not appointed Internal Auditor;

8. No remuneration policy has been framed by the committee;

9. The website of the Company was under revamping during the preparation of Secretarial Audit Report.

10. The Company has not repaid the unsecured loan during the year as required under section 73 to 76 of

Companies Act, 2013 & Companies (Acceptance of Deposits) Rules, 2014.

11. The Company has not published Quarterly Result in Newspaper as required under Clause 41 of the

Listing Agreement.

12. The Company has not issued public Notice for holding of Board Meeting as required under clause 41

of the Listing Agreement.

(Give details of specific events/actions having a major bearing on the Company’s affair in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. Referred to above). For example: (i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc. (ii) Redemption / buy-back of securities (iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013 (iv) Merger / amalgamation / reconstruction, etc. (v) Foreign technical collaborations

Signature: ACS Shikha Agarwal(Jain)

ACS/FCS No.32709 C P No.:12354

Place :Ranchi Date : 01.09.2015

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Annexure – IV

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Your Directors have pleasure in presenting the Management Discussion and Analysis report for the year ended on 31st March 2015. INDUSTRY OUTLOOK The Company is engaged in trading of metals, plastics, ferrous and non-ferrous items.. The Company is in the business of dealing in scraps and semi finished materials. The Company has also initiated following measures: • Initiation of Internal audit process of generation and recycling of e-waste • Product design keeping in mind the easy dismantling and recovery or reuse of parts The company is planning to get into manufacturing of PMMA Monomer which will be used in Acrylic sheet manufacturing, paint industry etc. OPPORTUNITIES AND THREATS The business faces an unprecedented increase in the cost of power and also steep increase in the cost of metallic and ferros alloys. After having taken steps to enhance the capacity and balancing the Company has now decided to address the issues relating to metallic and power In India, every gram of e-waste is sold, all go on bidding war to dispose E-waste. PSU’s auction E-waste informal buyers pay higher prices as they don’t pay ax or bother to follow any regulation. However, there have been no efforts to curb informal operators. Scrutiny is not applied to informal sector due to lack of will power and manpower. Export requires special license and overall e-waste is not managed efficiently. Therefore Company follows ethical practices while disposing waste, not just looking for scrap value. RISK AND CONCERNS Our business operations are subject to various risk and uncertainties which are no different from any other Company and our competitors. Such risk is the result of not only the business environment within which we operate but also of other factors over which we have no control. These risks may be categorized between operational, financial, environmental, health and safety, political, market related and strategic related. We have well documented risks management practices that act as an effective tool in minimizing various risk to which our business is exposed to during the course of our day to day operations. Our risk management process is approved by the Board of Directors and is set up across the enterprise. Recycling process typically involves dismantling the unit, recover plastics and metal and send for further processing. FINANCIAL PERFORMANCE During the year under the report your Company’s turnover is of Rs. 915,552,474 /- as against the turnover of Rs. 1,323,359,716/- in the previous year. The Company has incurred a profit of Rs.8, 41,258/- during the year as against the loss of Rs. 41,83,954/- previous year. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The internal control system is looked after by Directors themselves, who also looked after the day to day affairs to ensure compliances of guidelines and policies adhere to the management instructions and policies to ensure improvements in the system. The Company has proper and adequate internal control system commensurate with the size of the business operations geared towards achieving efficiency in its various business operations, safeguarding assets, optimum utilization of resources and compliance with statutory regulations. Efforts for continued improvement of internal control system are being consistently made in this regard.

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HUMAN RESOURCES VIS-À-VIS INDUSTRIAL RELATIONS The Company values and appreciates the dedication and drive with which its employees have contributed towards improved performance during the year under review. The relations with staff are cordial during the year under review. All issues pertaining to staff matters are resolved in harmonious and cordial manner. CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates changes in the Government regulations, tax laws, and other statutes and other incidental factors.

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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Annexure – V

REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2014-2015 (PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT)

The Company pursuant to Clause 49 of the listing agreement with the Stock Exchanges furnishes its report on the code on Corporate Governance.

1. Company’s Philosophy on Code of Governance:

Your Company is fully committed to the principles of transparency, integrity and accountability in all spheres of its operations and has been practicing the principles of good corporate governance over the years. In keeping with this commitment, your Company has been upholding fair and ethical business and corporate practices and transparency in its dealings and continuously endeavors to review strengthen and upgrade its systems and procedures so as to bring in transparency and efficiency in its various business segments.

Your Board of Directors presents the Corporate Governance Report for the year 2014- 2015 based on the disclosure requirements under Clause 49 of the Listing Agreement existing as on 31st March, 2015.

2. Mechanism for evaluating Board Members

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Board has carried out an annual evaluation of its own performance, all the Directors individually and the working of its committees. The Nomination and Remuneration Committee (N&R Committee) has laid down the Criteria for Appointment of Non-Executive Directors & Independent Directors as follows: a) The Non-Executive Directors shall be of high integrity with relevant expertise and experience in their respective field. b) In case of appointment of Independent Directors, the Nomination and Remuneration committee shall satisfy itself with regard to the Independent nature of the Directors so as to enable the Board to discharge its function and duties effectively. c) The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under section 164 of the Companies Act 2013. d) The N&R Committee shall consider the following attributes/ criteria, whilst recommending to the Board the candidature for appointment as Non-Executive Director. i) Qualification, experience and expertise of the Non-Executive Directors in their respective fields; ii) Personal, professional orbusiness ethics; iii) Diversity of the Board.

The Board and the N&R Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of non-Independent Directors,

performance of the Board as whole evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed

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3. Board of Directors:

The Board of Directors of the company is composed of committed persons with considerable experience in varied fields and comprises a majority of Non-Executive Directors.

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he is a Director. Necessary Disclosures regarding Committee positions in other Public Companies as on March 31, 2015 have been made by the Directors.

During the financial year ended 31st March, 2015, 6 (six) Meetings of the Board of Directors were held as on 30/05/2014, 14/08/2014, 31/10/2014, 13/11/2014, 13/02/2015 and 30/03/2015.

Sr. No Name of Directors

Category of Directors

No. of Board Meetings during

Whether attended last AGM

Number of other Directorship

No of membership of Committees in other Public Ltd Companies

1 Mr. Dhruv Desai Executive Director 6 Yes Nil Nil

2 Mr. Joseph Mathoor Non-Ex Director 6 Yes Nil Nil

4 Mr. Jagdishchandra H. Ghumara*

Independent Director 6 Yes 6 2

5 Mr. Pankaj Mehta Independent Director 6 Yes 2 Nil

5 Mr. Reynold Misquitta** Independent Director 6 Yes Nil Nil

*Mr. Jagdishchandra H. Ghumara resigned w.e.f 30.03.2015

**Mr. Reynold Misquitta resigned w.e.f 31.10.2014 Notes: 1. Excludes alternate directorships and directorships in foreign companies and private companies.

2. Excludes Committees other than Audit Committee and Shareholders’/ Investors’ Grievance Committee and Companies other than public limited companies.

The Board periodically reviews compliance reports of all the laws applicable to the Company and has put in place procedures to review steps to be taken by the Company to rectify instances of non-compliance, if any.

3. Particulars of appointed & re-appointed Directors: In accordance with the requirements of the Companies Act, 2013 and Article of Association of the

Company Mr. Dhruv Desai retire by rotation and being eligible has offered him for re-appointment. The Board of Directors recommends his re-appointment.

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1. Name Dhruv Desai Grace Mathoor Thomas Joseph 2. Brief Resume Age 31years 36 Years 51 Years

Qualification MBA in Finance Graduate Graduate Experience 12 years 4 years 15 years Date of appointment on the

Board of the company 27/02/2003 30/03/2015 14/08/2015

3. Nature of expertise in specific functional Areas

He has vide experience in the field of Finance & Accounts

She is an expert in the field of Human Resource Management

He is an expert in the field of Accounts

4. Name(s) of other Companies in which Directorship held

Nil Nil Nil

5. Name(s) of other companies in which he is Chairman / Member of the Committee(s)

NIL Nil Nil

6. No. of shares held of Rs.10/- each

24,32,500 Nil Nil

* Committees mean only Audit Committee, Stakeholder’s Relationship Committee & Remuneration Committee

as per Clause 49 of the Listing Agreement. 4. Audit Committee: i. Brief Description of Terms of Reference The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the

Listing Agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013. The terms of reference, Role and powers of the Audit Committee are as mentioned in Clause 49 II (A) to

(E) of the Listing Agreement entered into with the Stock Exchanges and read with Section 177 of the Companies Act, 2013 and to review Internal Audit Reports, Statutory Auditors’ Report on the financial statements, to generally interact with the Internal Auditors and Statutory Auditors, to review the adequacy of internal control systems, to select and establish accounting policies, to review financial statements before submission to the Board, to recommend the appointment and removal of external auditor and fixation of audit fees and other matters specified under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.

ii. Composition The Audit Committee comprised of Mr. Joseph Mathoor Chairman, Mr. Dhruv Desai and Mr. Thomas

Joseph as Members. The composition of the Board of Directors is in accordance with Clause 49 of the Listing Agreement.

All the Members of the Audit Committee are financially literate and possess sound knowledge of

accounts, audit, finance etc. Mr. Joseph Mathoor is the Chairman of the Audit Committee. iii. Meetings and Attendance during the Year: During the 2014-2015 under review 4 meetings of the Audit Committee were held on 30/05/2014,

14/08/2014, 13/11/2014 and 13/02/2015. The attendance of members is as follows:

Name Category Meeting held during the year

Meeting attended during the year

Joseph Mathoor Non-Executive Director 4 4

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Dhruv Desai Executive Director 4 4 Jagdischandra Ghumara* Independent Director 4 4

*Jagdischandra Ghumara resigned with effect from 30.03.2015 and Pankaj Mehta was appointed as a Member of Audit Committee with immediate effect who served the office till 14.08.2015 and in place of him Mr. Thomas Joseph was appointed as Member of the Committee.

A brief description of the terms of reference of the Audit Committee is as follows: To review Internal Audit Reports, Statutory Auditors’ Report on the financial statements, to generally interact with the Internal Auditors and Statutory Auditors, to review the adequacy of internal control systems, to select and establish accounting policies, to review financial statements before submission to the Board, to recommend the appointment and removal of external auditor and fixation of audit fees and other matters specified under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. 5. Stakeholder’s Relationship Committee (Shareholders’ / Investors’ Grievance Committee):

(i) Terms of references a) To scrutinize and approve registration of transfer of shares / debentures / warrants issued /

to be issued by the company. b) To exercise all power conferred on the Board of Directors under Article 43 of the Article of

Association. c) To decide all questions and matters that may arise in regard to transmission of shares /

debentures / warrants issued / to be issued by the Company. d) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those

reported lost, e) To refer to the Board and any proposal of refusal of registration of transfer of shares /

debentures / warrants for their consideration. f) To look into shareholders and investors complaints like transfer of shares, non-receipt of

declared dividends, etc., and g) To delegate all or any of its power of Officers / Authorized Signatories of the Company.

(ii) Composition

The Stakeholder’s Relationship Committee met 4 times during the 2014-15 respectively on 30/05/2014, 14/08/2014, 13/11/2014 and 13/02/2015. The attendance of the members is as follows:

Name Category Meeting held

during the year Meeting attended during the year

Joseph Mathoor Non-Executive Director 4 4 Dhruv Desai Executive Director 4 4 Pankaj Mehta** Independent Director 4 4

**Pankaj Mehta resigned w.e.f from 14.08.2015

The constitution and terms of reference of the Stakeholder’s Relationship Committee is in agreement with the guidelines prescribed under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

This committee:

(i) approves and monitors transfers, transmission, splitting and consolidation of securities and issue of duplicate Certificates by the Company;

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(ii) looks into various issues relating to shareholders, including the redressal of shareholders’ and investors’ complaints like transfer of shares, non-receipt of Balance Sheet, dividend etc.; and

(iii) carries out the functions envisaged under the Code of Conduct for Prevention of Insider Trading adopted in terms of Regulation 12(1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

The Board has designated Mr. Joseph Mathoor, as the Compliance Officer. The total number of complaints received and replied to the satisfaction of the shareholders during the year is as follows:- · No. of shareholders’ complaints received during the year : Nil · No. of complaints not resolved to the satisfaction of shareholders : Nil · No. of pending share transfers : Nil . No. of Complaints Resolved : Nil

6. Nomination & Remuneration Committee The Nomination & Remuneration Committee comprised of Mr. Joseph Mathoor, Mr. Pankaj Mehta and Mr. J H Ghumara. The Committee met once during the year and was attended by all the members.

The constitution and terms of reference of the Nomination & Remuneration Committee is in agreement with the guidelines prescribed under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. This committee

(i) Recommend to the board set up and composition of the board and its committees

(ii) Recommend to the board the appointment or reappointment of Directors.

(iii) Carry out evaluation of every Director’s performance and support the board in evaluation of the

performance of the board, its committees and independent Directors and

(iv) Provide guidelines for remuneration of Directors.

7. MANAGEMENT DISCUSSION AND ANALYSIS: A detailed section on Management Discussion and Analysis. is attached above. 8. GENERAL BODY MEETINGS: (i) Location and time where last three Annual General Meetings were held:

Financial Year Date Time Location 2013 - 2014 30/09/2014 10.00 a.m. A/19,ARUNODAY NIWAS, GANESH

NAGAR, RAWAL PADA, DAHISAR EAST, MUMBAI – 400 068

2012 - 2013 30/09/2013 11.00 a.m. 1/A, 3RD FLOOR, BOMBAY MUTUAL BUILDING, SIR P.M. ROAD, FORT MUMBAI - 400 001

2011 - 2012 29/09/2012 11.00 a.m. 1/A, 3RD FLOOR, BOMBAY MUTUAL BUILDING, SIR P.M. ROAD, FORT MUMBAI - 400 001

(ii) Special Resolution passed in previous three Annual General Meetings: NIL (iv) Special Resolution proposed to be conducted through Postal Ballot: NIL

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9. OTHER DISCLOSURES: (a) Related Party Transactions

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large:

None of the transactions with any of the related parties were in conflict with the interest of the Company

at large. (b) Disclosure of Accounting Treatment In the preparation of financial statements, the Company has followed the Accounting Standards issued

by the Institute of Chartered Accountants of India to the extent applicable. (c) Disclosures on Risk Management During the year under review, a detailed exercise on Business Risk Management was carried out

covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures as required under Clause 49 of the Listing Agreement. The Company has framed the Risk Assessment and Minimization- Procedure which will be periodically reviewed by the Board.

(d) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by

Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:

(e) It is confirmed that no personnel has been denied access to the Audit Committee. 10. REMUNERATION OF DIRECTORS: Details of remuneration paid to Directors

Sr. No. Name of the Director Designation Remuneration paid per annum

1 Dhruv Desai Executive Director 2,50,000/- 2 Joseph Mathoor Non-Executive Director 3,70,200/-

11. MEANS OF COMMUNICATION: I. Quarterly Results: The quarterly and yearly financial results of the Company are sent to the Stock Exchanges immediately after

they are approved by the Board. II. Website: Financial results, Annual Reports other disclosure are updated on the website of the Company. III. Official News Releases: The Company displays official news releases as and when the situation arises. IV. Presentations:

The Company makes presentation to institutional investors or the analysts when found appropriate.

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11. GENERAL SHAREHOLDER INFORMATION:

(a) AGM DATE, TIME AND VENUE: Annual General Meeting will be held on, Wednesday 30th September, 2015 at 10.00 A.M. at Office No.

1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East, Mumbai-400 077

(b) FINANCIAL YEAR:

The Financial Year is from 1st April 2015 to 31st March 2016. Tentative Schedule

Unaudited Results for quarter ending June 30, 2015 : End of July 2015 Unaudited Results for quarter ending September 30, 2015 : End of October 2015 Unaudited Results for quarter ending December 31, 2015 : End of January 2015 Audited Results for year ending March 31, 2016 : End of July 2016 AGM for year ending March 31, 2016 : End of September 2016

(c) BOOK CLOSURE PERIOD: Wednesday, the 23th September, 2015 to Wednesday, the 30th September,

2015 (both days are inclusive)

(d) DIVIDEND PAYMENT: The Company has not declared any dividend.

(e) STOCK EXCHANGES WHERE SECURITIES ARE LISTED:

Name of the Stock Exchange (Equity Shares) Stock Code BSE Limited 531867 Ahemdabad Stock Exchange Limited 63059

(f) STOCK MARKET DATA:

Month Open High Low Close No. of Shares

No. of Trades

Total Turnover

Apr 14 6.96 6.96 6.28 6.83 602 13 4,002

May 14 6.49 7.44 6.49 7.05 501 13 3,446

Jun 14 7.36 7.71 6.65 6.98 1,075 16 7,401

Jul 14 6.70 6.70 6.37 6.37 105 4 670

Aug 14 6.06 6.06 4.77 4.77 345 16 1,840

Sep 14 4.54 5.21 3.23 5.21 5,53,696 181 22,22,538

Oct 14 5.47 8.26 5.47 8.25 62,525 119 4,20,677

Nov 14 8.41 11.07 8.41 10.85 91,271 251 9,29,566

Dec 14 11.05 15.60 10.21 10.21 1,16,160 412 15,39,765

Jan 15 10.70 13.25 10.50 11.40 34,903 320 4,17,054

Feb 15 11.85 12.60 9.70 12.00 65,821 296 7,12,987

Mar 15 13.00 15.49 10.40 13.00 43,923 286 5,86,786

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(g) REGISTRAR AND TRANSFER AGENT: Name of Registrar And Share Transfer Agent : System Support Services

Address : 209, Shivai Ind Estate, 89, Andheri Kurla Road,

Saki Naka, Andheri E, Mumbai – 400 072

Tel. No. : 91-22-28500835

Email Id : sysss72@yahoo.com

(h) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED: Physical shares sent for transfers or dematerialization are generally registered and returned within a

period of 15 days from the date of receipt of completed and validly executed documents. (i) DEMATERIALIZATION OF SHARES AND LIQUIDITY: Yes (j) OUTSTANDING GDRS/ WARRANTS, CONVERTIBLE BONDS, CONVERSION DATE AND ITS IMPACT

ON EQUITY: Nil (k) DISTRIBUTION OF SHAREHOLDING AND SHAREHOLDING PATTERN AS ON 31ST MARCH, 2015:

(i) Distribution of Shareholding as on 31st March, 2015:

Share holding No. of Shareholders % No of Shares % of

Shareholding

001 - 500 1263 75.22 548103 5.43

501 – 1000 181 10.78 164692 1.63

1001 - 2000 59 3.51 91730 0.91

2001 – 5000 56 3.33 188736 1.87

5001 – 10000 32 1.91 280743 2.78

Above 10001 88 5.25 8826696 87.39

Total 1679 100.00

10100700

100

(ii) Shareholding pattern as at 31st March, 2015:

Category No. of Shares held % of Total Shares Promoter Group 3133000 31.02 Mutual Funds and UTI 00 0.00 Banks & Financial institution & Insurance Companies etc

00 0.00

Corporate Bodies 981237 9.71 General Public 5764648 57.08 NRIs/OCBs 221815 2.20 Total 10100700 100

(l) ADDRESS FOR CORRESPONDENCE: The Company’s Registered Office is situated at: Regd off: Office No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East, Mumbai-400 077 Email: unitech.international1@gmail.com

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12. CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. A declaration to this effect signed by the Chairman Forms part of this Report. 13. NON-MANDATORY REQUIREMENTS:

The Company is not yet implementing the non–mandatory requirements under Clause 49 of the Listing Agreement. However, adoption of other non–mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.

14. WHISTLE BLOWER POLICY

Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter-alia, provides, a non-mandatory requirement, for all listed companies to establish a mechanism called “Whistle Blower Policy” for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. The policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

The Executive Director of the Company has the right to amend or modify this Policy in whole or in part, at any time without assigning any reason, whatsoever.

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

DECLARATION UNDER CODE OF CONDUCT

To, The Members of Unitech International Limited Mumbai

As the Executive Director of UNITECH INTERNATIONAL LIMITED and as required by Clause 49 (II) (E) (2) of the Listing Agreement, I, Dhruv Desai, Executive Director, hereby declare that all the Board Members and the Senior Management personnel of the Company have affirmed Compliance with the Company’s Code of Business Conduct and Ethics, for the Financial Year 2014-15.

For and on behalf of the Board For UNITECH INTERNATIONAL LIMITED

Sd/- Dhruv Desai

Chairman

Place: Mumbai Date: 01.09.2015

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CEO/CFO CERTIFICATION To, The Board of Directors UNITECH INTERNATIONAL LIMITED We, do hereby certify that: (a) We have reviewed financial statements and the Cash Flow statement for the year and that to the best of

my knowledge and belief: (i.) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading; (ii.) these statements together present a true and fair view of the Company’s affairs and are in compliance

with existing accounting standard, applicable laws and regulations, (b) There are to the best of our Knowledge and belief, no transactions entered into by the Company during

the year which are fraudulent, illegal, or in violation of the Company’s code of conduct. (c) We accept responsibility for establishing and maintaining internal controls for financial reporting and

that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committees. (i) Significant changes in internal control over financial reporting during the year. (ii) Significant changes in accounting policies during the year and that the same have been disclosed in the

notes to the financial statements; and (iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the

management having a significant role in the Company’s internal control system over financial reporting.

For and on behalf of the Board For UNITECH INTERNATIONAL LIMITED Sd/-

Dhruv Desai

Chairman

Din: 00493960

Place: MUMBAI Date: 01.09.2015

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COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE To The Members of UNITECH INTERNATIONAL LIMITED We have examined the compliance of conditions of Corporate Governance by UNITECH INTERNATIONAL LIMITED for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with the Stock Exchange(s). The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned listing Agreement(s) We state that no investor grievance is pending for a period exceeding one month against the Company as per records maintained by the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. FOR S. S. AGARWAL & CO, Chartered Accountants Sd/- S S. AGARWAL PROPRIETOR M.No. 050521 Place: MUMBAI Date: 01.09.2015

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Annexure - VI

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details

a) Name (s) of the related party & nature of relationship NIL

b) Nature of contracts/arrangements/transaction NIL

c) Duration of the contracts/arrangements/transaction NIL

d) Salient terms of the contracts or arrangements or transaction including the value, if any

NIL

e) Justification for entering into such contracts or arrangements or transactions’

NIL

f) Date of approval by the Board NIL

g) Amount paid as advances, if any NIL

h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

NIL

2. Details of contracts or arrangements or transactions at Arm’s length basis.

No material contracts or arrangement or transactions at arm’s length basis.

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INDEPENDENT AUDITORS’ REPORT To the Members of UNITECH INTERNATIONAL LIMITED Report on the Financial Statements

1. We have audited the accompanying financial statements of Unitech International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of

the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures

in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the financial statements.

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INDEPENDENT AUDITORS’ REPORT (Contd.) Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor’s Report) Order, 2015’, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this

Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2015 taken

on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us: (i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2015 on

its financial position in its financial statements.

(ii) The Company has long-term contracts as at March 31, 2015 for which there were no material foreseeable losses. The Company did not have any derivative contracts as at March 31, 2015.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company during the year ended March 31, 2015.

For S. S. Agarwal & Co. Chartered Accountants F. R. No. 31205E Sd/- (S. S. Agarwal) Place: Mumbai Proprietor Date: May, 25th 2015 M. No. 050521

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Annexure to Independent Auditors’ Report

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Unitech International Limited on the financial statements as of and for the year ended March 31, 2015.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion

of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification except the assets which were under the control of the previous bankers of the Company and are under the litigation.

(ii) (a) The inventory excluding stocks with third parties has been physically verified by the Management

during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c ) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining

proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause

3(iii)(a) and (iii)(b) of the said Order are not applicable to the Company. (iv) In our opinion, and according to the information and explanations given to us, there is an adequate

internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified. (vi) The Central Government of India has not specified the maintenance of cost records under subsection

(1) of Section 148 of the Act for any of the products of the Company.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company

examined by us, there are no dues of wealth tax and duty of custom which have not been deposited on account of any dispute.

(c ) According to the information and explanations given to us no amount required to be transferred to Investor Education and Protection Fund within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

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Annexure to Independent Auditors’ Report (Contd.)

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Unitech International Limited on the financial statements as of and for the year ended March 31, 2015.

(viii) There are no accumulated losses as at the end of the financial year and the Company has not incurred

any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(ix) According to the information and explanations given to us, as also on the basis of books and records examined by us, the Company has not defaulted in the repayment of dues to bank during the year. Since there is no borrowing from the Financial institution nor any debentures have been issued by the Company, the question of commencing on whether the Company has defaulted in repayment of dues. The Company does not have any borrowings from any financial institution or debenture holders does not arise as at the balance sheet date, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

(x) In our opinion, and according to the information and explanations given to us, the Company has not

given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 3(x) of the Order are not applicable to the Company.

(xi) The Company has not raised any term loans. Accordingly, the provisions of Clause 3(xi) of the Order are

not applicable to the Company.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For S. S. Agarwal & Co. Chartered Accountants

F. R. No. 31205E Sd/-

(S. S. Agarwal) Proprietor M. No. 050521 Place: Mumbai Date: May, 25th 2015

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Notes to the Financial Statements for the year ended March 31, 2015 Note 1: Significant Accounting Policies 1.1 Basis of Preparation

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis.Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and other relevant provisions of the Companies Act, 2013 (the ‘Act’). All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalent, the Company has ascertained its operating cycle as twelve months for the purpose of current/non-current classification of assets and liabilities.

1.2 Use of Estimates

The preparation of the financial statements in conformity with the generally accepted accounting principles in India requires, the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are The preparation of the financial statements in conformity with the generally accepted accounting principles in India requires, the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates and the differences between the actual and the estimates are recognised in the periods in which the actuals are known/materialise.

1.3 Fixed Assets – Depreciation and Amortisation

i. Fixed assets are stated at acquisition cost less accumulated depreciation/amortisation and accumulated impairment, if any. All direct costs are capitalised including freight, duties, taxes and expenses incidental to acquisition and installation of fixed assets. Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Items of fixed assets that have been retired from active use and are held for disposal are stated at the lower of their net book value and net realisable value and are shown separately in the Financial Statements. Any expected loss is recognised immediately in the Statement of Profit and Loss. Losses arising from the retirement of, and gains and losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss.

ii. Tangible Assets Leasehold land is being amortised over the primary period of the lease. The useful lives of the assets are based on technical estimates approved by the Management, and are lower than or same as the useful lives prescribed under Schedule II to the Companies Act, 2013 in order to reflect the period over which depreciable assets are expected to be used by the Company. Depreciation is provided on a prorate basis on the straight line method based on the estimated useful lives of the assets. Since the machineries have not been put to use has not been taken into consideration for the purpose of Deprecation.

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iii. Assets Useful Life

The assets of the Company are disputed with the banks for which the matter is in dispute and hence the same has not been taken into consideration and the life of the assets has not been estimated for the purpose of depreciation.

iv. Intangible Assets

Intangible Assets comprise of Goodwill, Trademarks, Copyrights and Technical Knowhow. Goodwill and other Intangible Assets are amortised over the useful life of the assets, not exceeding 10 years. All the Intangibles Assets of the Company have been fully amortised as at theBalance Sheet date.

1.4 Investments

There is no investment made by the Company as on the date of the Balance sheet. Therefore, no specific comment has been made as required by the specific Act.

1.5 Inventories

Inventories of trading items and finished goods are valued at lower of cost and net realisable value. Cost is determined using standard cost method that approximates actual cost. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

1.6 Revenue Recognition

Sales are recognized when all the significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract which usually coincide with the delivery of goods and are recorded net of trade discounts, rebates, sales tax/value added tax and excise duty on own manufactured and outsourced products.

1.7 Provisions and Contingent Liabilities

The Company recognises a provision when there is a present obligation as result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure as specified in Accounting Standard 29 - ‘Provisions, Contingent Liabilities and Contingent Assets’ is made.

1.8 Employee Benefits Defined Contribution Plans: The Company does not have Defined Contribution Plans for its employees such as Provident Fund, Superannuation Fund, Employee’s State Insurance etc. and hence are not charged to the Statement of Profit & Loss. Since there are no permanent employees, the Company does not provide for retirement/ post retirement benefits on the form of gratuity. Shared Based Compensation: The Company does not provide any equity – based compensation to its employees.

1.9 Foreign Currency Transactions

Transactions in foreign currencies are recognized at the prevailing exchange rates on the transaction dates. Realised gains and losses on settlement of foreign currency transactions are recognised in the Statement of Profit and Loss.Foreign currency denominated monetary assets and liabilities at the year

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end are translated at the year-end exchange rates, and the resultant exchange difference is recognised in the Statement of Profit and Loss. Non-monetary foreign currency items are carried at cost.

1.10 Taxation

In view of completion of assessment under MAT provision the MAT Tax shall be adjusted and hence Current tax has not been provided. The current tax is determined as the amount of tax payable in respect of taxable income for the year using the tax rates and tax laws that have been enacted or subsidiary enacted at the Balance sheet date.

1.11 Earnings Per share

Basic earnings per share (EPS) is calculated by dividing the net profit or loss after tax for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

1.12 Cash and Cash Equivalents

In the cash flow statement, cash and cash equivalents include cash in hand, fixed deposits and short-term with banks.

1.13 Contingent liability

As reported by the Company there is no contingent liability against the Company.

1.14 Related Party disclosure

During the year there is no transaction with related party. All purchase and sales have been done in regular course of business and none of the Directors or their relatives are directly or indirectly related with the parties with whom the Company has transacted during the year.

1.15 Earnings per Share as per Accounting Standard 20

31.03.2015 31.03.2014

Numerator for basic and diluted earning per share Net Profit / Loss after tax for the year (a) 841258 (4183954) Denominator for basic and diluted earning per share Weighted Average number of shares (b) 9988200 9988200 Basic and Diluted Earning per share (a/ b) 0.08 (0.41)

Face value of share 10 10

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Name of the Company: UNITECH INTERNATIONAL LIMITED Regd Office: Office No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg,

Ghatkopar East, Mumbai-400 077 CIN: L99999MH1994PLC082810 Tel: 022-21022523 Email: unitech.international1@gmail.com

PROXY FORM (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the Member(S):

Registered Address:

Email –id: Folio No. Client ID: DP ID:

I/We, being the member (s) of _________________________ shares of the above named Company, hereby appoint

1. Name:_____________________________________________________________________________________________________________________

Address:_____________________________________________________________________________________________________________________

Email Id: ____________________________________________________________________________________________________________________

Signature:___________________________________________________________________________________________________ or failing him

2.Name:_____________________________________________________________________________________________________________________

Address:_____________________________________________________________________________________________________________________

E-mail Id:____________________________________________________________________________________________________________________

Signature: ____________________________________________________________________,_____________________________ or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20th Annual General

Meeting of Unitech International Limited to be held on Wednesday the 30th day of September, 2015 at 10.00

a.m. at “Office No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar

East, Mumbai-400 077 and at any adjournment thereof in respect of such Resolutions as are indicated below:

Resolution No. Resolution Ordinary Business 1. Adoption of Audited Financial Statements for the year ended 31st March, 2015. 2. Re-appointment of Mr. Dhruv Desai (Din: 00493960) who retires by rotation and being eligible, offers himself for re-

appointment

3. Re-appointment of M/s. S S Agarwal & Co., Chartered Accountants as Statutory Auditor and fixing their remuneration.

Special Business 4. Appointment of Mrs. Grace Jospeh Mathoor (Din 07140028) as Director. 5. Appointment of Mr. Thomas Joseph (Din 07264096) as Director. 6. Creation of charge / mortgage etc. on Company’s movable or immovable properties in terms of Section 180 (1) (a) of

the Companies Act, 2013. 7. Increase in borrowing power in terms of Section 180 (1) (c) of the Companies Act, 2013. 8. Loans or investments and to give guarantees or to provide security in connection with a loan made under Section

186 of the Companies, Act, 2013. 9. Adoption of New set of Articles of Association of the Company in accordance with the Companies Act, 2013. 10. Appointment of Dhruv Desai as a Managing Director - Key Managerial Person (KMP)

Signed this….................................… day of…..................…… 2015

Signature of shareholder ...................................................................

Signature of Proxy holder(s) .................................................................

Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office

of the Company, not less than 48 hours before the commencement of the Meeting. 2. Please complete all details including details of member(s) before submission.

Affix Revenue Stamp

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UNITECH INTERNATIONAL LIMITED Regd Off: Office No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar

East, Mumbai-400 077 CIN: L99999MH1994PLC082810

ATTENDANCE SLIP

(Shareholders attending the meeting in person or by proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.)

Name and Address of Shareholder

No. of Shares

Folio No.

Client ID

Signature

I hereby record my presence at the 20th Annual General Meeting of the Company at Office No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East, Mumbai-400 077 Wednesday, 30th September, 2015 at 10:00 a.m. ____________________________________ Signature of the Shareholder or Proxy _______________________________ Email Address: Note: No Duplicate Attendance Slip will be issued at the meeting hall. You are requested to bring your copy of

Annual Report to the Meeting.

BOOK-POST

If undelivered, please return to: UNITECH INTERNATIONAL LIMITED Office No. 1/2 , Plot No. 353 A, TPS-III, Garodia Nagar, 90 Ft. Road, Opp. Jai Bandhu Bldg, Ghatkopar East, Mumbai-400 077