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

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

                                                         (Amt. in Lacs)

Particulars                                       Year Ended

                                       2014-15                  2013-14

Total Income                           9164.75                  1323.56

Total Expenditure                      9156.33                  1327.75

Profit/Loss before Taxation            8.41                     (41.83)

Profit/Loss after Taxation             8.41                     (41.83)

Profit/Loss brought forward            142.22                   184.05

Transfer from General Reserve          -                        -

Balance carried to Balance Sheet       150.63                   142.22

2. REVIEW OF OPERATION:

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

3. DIVIDEND:

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

4. DEPOSITS:

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

5. PARTICULARS OF EMPLOYEES:

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

6. DIRECTORS:

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

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

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

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

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

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

7. SUBSIDIARIES:

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

8. Particulars of loans, guarantees or investments

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

9. Number of Meetings

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

10. Board Evaluation

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

11. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

12. RELATED PARTY TRANSACTIONS:

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

13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

15. RESEARCH & DEVELOPMENT:

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

16. AUDITOR & AUDITORS REPORT

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

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

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

17. AUDIT COMMITTEE:

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

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

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

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

19. NOMINATION & REMUNERATION COMMITTEE

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

19. SECRETARIAL AUDIT REPORT:

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

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

Comments on Secretarial Audit Report:

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

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

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

20. EXTRACT OF ANNUAL RETURN:

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

21. STOCK EXCHANGES:

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

a) BSE Limited (Scrip Code:531867)

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

22. SIGNIFICANT AND MATERIAL ORDERS

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

23. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

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

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

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

26. OTHER LAWS:

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

27. ACKNOWLEDGEMENTS:

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

                                        For and On Behalf of the Board
                                     For UNITECH INTERNATIONAL LIMITED

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