uniworth international limited · 2014. 9. 3. · uniworth international limited notice notice is...

UNIWORTHINTERNATIONALLIMITED

A N N U A LR E P O R T2 0 1 3 - 2 0 1 4

BOARD OF DIRECTORS(As on 29.05.2014)

KAMAL SHARMA (DIN : 02946513) _ Executive DirectorSANJOY KUMAR SETT (DIN : 00527824)SHYAM KUMAR RATHI (DIN : 01386151)

AUDIT COMMITTEE(As on 29.05.2014)

SANJOY KUMAR SETTSHYAM KUMAR RATHIKAMAL SHARMA

AUDITORS

M/s. S. S. KOTHARI & CO.Chartered Accountants

BANKERS

CENTURION BANK LTD.THE HONGKONG & SANGHAIBANKING CORPORATION LTD.PUNJAB & SIND BANKPUNJAB NATIONAL BANK

REGISTERED OFFICE

‘GREEN ACRES’2, Nazar Ali Lane, Flat-4AKolkata - 700 019Phone : (033) 40061301 / 8444012233Fax : (033) 2280-3620

REGISTRARS

M/s. C.B. Management Services (P) LimitedP-22, Bondel RoadKolkata - 700 019Phone : (033) 4011-6700/6711/6718/6723Fax : (033) 4011-6739


CORPORATE INFORMATIONCIN : L51226WB1992PLC055739

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NOTICE

Notice is hereby given that the 21st Annual General Meeting of the Members of UNIWORTHINTERNATIONAL LIMITED will be held at Science City, Seminar Hall, JBS Haldane Avenue,Kolkata - 700 046 on Friday, the 26th day of September, 2014 at 12.00 Noon to transact thefollowing business :

ORDINARY BUSINESS :

1. To receive, consider and adopt the Directors' Report and the Audited Balance Sheet as at 31stMarch, 2014 and the Statement of Profit & Loss for the year ended on that date and theAuditors' Report thereon.

2. To appoint a Director in place of Mr. S. K. Sett (DIN : 00527824), who retires by rotation andbeing eligible offers himself for re-appointment.

3. To appoint Auditors and to fix their remuneration.

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass with or without modification, the following resolution :

As Ordinary Resolution :

RESOLVED THAT Mr. S. K. Rathi (DIN : 01386151), who was appointed as an Additional Directorof the Company by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 andArticle 80 (a) of the Company's Article of Association and who holds office upto the date of thisAnnual General Meeting and in respect of whom the Company has received due notice in writingunder Section 160 of the Companies Act, 2013 alongwith requisite deposit, proposing hiscandidature for the Office of the Director, be and is hereby appointed as a Director of the Company,liable to retire by rotation.

Registered Office : By Order of the Board“GREEN ACRES”2, Nazar Ali Lane, Flat-4AKolkata - 700 019 Kamal SharmaDate : 29th May, 2014 Executive Director

NOTES :

a) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote

instead of himself and the proxy need not be a member. Proxies in order to be effective

must be received at the Registered Office not less than 48 hours before the meeting.

A person can act as a proxy on behalf of members not exceeding fifty 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 as proxy and such person shall not act as

a proxy for any other person or shareholder.

b) The Register of Members and Transfer Books of the Company will be closed from 19th

September, 2014 to 26th September, 2014 both days inclusive.

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c) Intimation of any Change of Address should be given to the Registrar & Transfer Agent /

Company immediately.

d) Explanatory Statement U/s 102 of the Companies Act. 1956 is annexed herewith in respect of

items of Special Business.

e) Brief profile of the Directors seeking appointment /re-appointment at the ensuing Annual General

Meeting is annexed hereto in compliance of Clause 49(IV)(G)(i) of the Listing Agreement with

Stock Exchanges.

f) Voting through Electronic means :

I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the

Companies (Management and Administration) Rules, 2014, the Company is pleased to

provide members facility to exercise their right to vote at the 21st Annual General Meeting

(AGM) of the Company by electronic means and the business may be transacted through e-

Voting Services provided by National Securities Depository Limited (NSDL):

The instructions for e-voting are as under:

A. In case a member receives an email from NSDL [for members whose email Ids are

registered with the Company/Depository Participants (s)] :

i. Open email and open PDF file viz, "Uniworth International Limited e-Voting.pdf" with

your Client ID or Folio No. as password. The said PDF file contains your user ID and

password for e-voting. Please note that the password is an initial password

ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

iii. Click on Shareholder - Login

iv. Now Enter your User ID (For Members holding shares in NSDL: 8 character DPID

followed by 8 Digits Client ID ; For Members holding shares in CDSL: 16 digits

beneficiary ID; For Members holding shares in Physical Form should enter Folio

Number registered with the company and then enter the Image verification as

displayed and Click on Login.

v. Password change menu appears. Change the password with new password of your

choice with minimum 8 digits/characters or combination thereof. Note new password.

It is strongly recommended not to share your password with any other person and

take utmost care to keep your password confidential

vi. Home page of e-Voting opens. Click on e-Voting: Active Voting Cycles.

vii. Select "EVEN" of Uniworth International Limited

viii. Now you are ready for e-Voting as Cast Vote page opens

ix. Cast your vote by selecting appropriate option and click on "Submit" and also

"Confirm" when prompted.

x. Upon confirmation, the message "Vote cast successfully" will be displayed

xi. Once you have voted on the resolution, you will not be allowed to modify your vote

xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to

send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority

letter etc. together with attested specimen signature of the duly authorized signatory(ies)

who are authorized to vote, to the Scrutinizer through e-mail

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[email protected] with a copy marked to [email protected].

B. In case a member receives physical copy of the Notice of AGM [for members whose email

IDs are not registered with the Company/Depository Participants (s) or requesting physical

copy]:

a. E-voting particulars as mentioned below, including initial password are provided in the

Annexure to the Notice for E-voting, which is part of this Notice of AGM to be held

on September 26, 2014:

EVEN (E-Voting Event Number) USER ID PASSWORD

b. Please follow all the steps from Sl. No. (ii) to (xii) above, to cast vote.

II. Members who do not have any access to e-voting, may requisite a Physical Ballot Form from

the Office of the Registrars & Share Transfer Agents of the Company. Members are required

to fill the Physical Ballot Form and enclose it in a Sealed Envelope and send it “To The

Scrutinizer, Mr. Kamal Kumar Sanganeria (Unit : Uniworth International Limited) C/o. C. B.

Management Services Private Limited, P-22, Bondel Road, Kolkata - 700 019.” Unsigned/

wrongly signed, incomplete or incorrectly ticked forms shall be rejected. The Scrutinizer's

decision on the validity of the form will be final. Members are required to vote either through

the electronic system or through physical ballot and not in any other mode. In the event of

Members casting votes through both the processes, the votes in the electronic system will be

considered only. The Physical Ballot Form must be received by the Scrutinizer on or before

September 19, 2014.

III. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for

Shareholders and e-voting user manual for Shareholders available at the Downloads section

of www.evoting.nsdl.com.

IV. If you are already registered with NSDL for e-voting then you can use your existing user ID

and password for casting your vote.

V. You can also update your mobile number and e-mail id in the user profile details of the folio

which may be used for sending future communication(s).

VI. The e-voting period commences on September 18, 2014 (9:00 am) and ends on September

19, 2014 (6:00 pm). During this period shareholders' of the Company, holding shares either

in physical form or in dematerialized form, as on the cut-off date of August 29, 2014, may cast

their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed

to change it subsequently.

VII. The voting rights of Shareholders shall be in proportion to their shares of the paid up equity

share capital of the Company as on, Friday, August 29, 2014.

VIII.Shri Kamal Kumar Sanganeria (Membership No. FCS 2643), practicing company secretary

and proprietor of K.K.Sanganeria & Associates, Kolkata has been appointed as the Scrutinizer

to scrutinize the e-voting process in a fair and transparent manner.

IX. The Scrutinizer shall within a period of not exceeding three(3) working days from the

conclusion of the e-Voting period unlock the votes in the presence of atleast two(2) witnesses

not in the employment of the Company and make a Scrutinizer's Report of the votes cast in

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favour or against, if any, forthwith to the Chairman of the Company.

X. The Results shall be declared on or after the 21st Annual General Meeting of the Company.

The Results declared alongwith the Scrutinizer's Report shall be placed on the Company's

website www.uniworth.com and on the website of NSDL within two(2) days of passing of the

resolutions at the 21st Annual General Meeting of the Company on September 26, 2014 and

communicated to the Calcutta Stock Exchange and BSE Limited.

g) Members/Proxies should bring the Attendance Slip duly filled in for attending the Meeting.

MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING

ANNEXURE TO THE NOTICE :

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN

RESPECT OF SPECIAL BUSINESS

Item No. 4

Mr. S. K. Rathi, who was appointed as an Additional Director of the Company with effect from 31st

December, 2013 in terms of Section 161 of the Companies Act, 2013 and Article 80 (a) of the Article

of Association of the Company, vacates his office at this Annual General Meeting. A notice under

Section 160 of the Companies Act, 2013 alongwith requisite deposit has been received by the

Company from a member proposing the appointment of Mr. Shyam Kumar Ratrhi as a Director of

the Company, liable to retire by rotation.

The proposed resolution is recommended for adoption. None of the Directors except Mr. Shyam

Kumar Rathi is concerned and/or interested in the aforesaid resolution.

Particulars relating to Directors seeking appointment /re-appointment pursuant to Clause

49(IV)(G)(i) of the Listing Agreement.

Mr. S. K. Rathi

S. K. Rathi is a highly experienced· Professional in the field of Corporate Governance & Compliance

and Qualified Company Secretary having wide experience in Shares, Secretarial and Company Law

matters. He was appointed as a Director of the Company on 31.12.2013 and continues to hold the

said officesincethen. He is also a Director of Uniworth Textiles Ltd, Uniworth Securities Ltd, Unirama

Industries Ltd, Uniworth Biotech Ltd, Uniworth Projects Ltd, KDL Pharma Ltd, Comfort (India) Ltd,

Madgul Estates Pvt Ltd, Rachit Textrade Pvt Ltd, Vikram Buildcon Pvt Ltd, Tessuti Collezione Pvt

Ltd, Fibres & Fabrics Pvt Ltd, Texworth Credit & Commercial Pvt Ltd, Novety Suppliers Pvt. Ltd,

Marubhumi Traders Private Ltd, Everstronc Merchanise Pvt. Ltd and Brightstar Construction Pvt Ltd.

He is also a Member of various Committees of the Board of Uniworth Textiles Ltd. He also does not

hold, either directly or lndlrectly, any Equity Shares of the Company.

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GREEN INITIATIVES - on sending Annual Report and Accounts to the members of the Companythrough electronic mode.

This initiative is pursuant to two Circulars bearing nos. 17/2011 and 18/2011 dated 21st April, 2011 and29th April, 2011, respectively, issued by the Ministry of Corporate Affairs, Govt. of India.

Under the aforesaid Circulars, service of documents, including Annual Reports and Accounts, uponthe shareholders through e-mail - shall be in compliance with Section 53 of the Companies Act, 1956.

The Shareholders (whether holding shares in physical or electronic mode), who are interested toreceive soft copy of the Annual Reports and Accounts of the Company on and from the year, i.e.,2011-12, are requested to register their respective e-mail ids at the web-page of our Registrar & ShareTransfer Agent, C B Management Services (P) Ltd., at : www.cbmsl.com/green.php

Mr. S. K. Sett

Mr. S. K. Sett is a senior Professional having wide experience in Project, Marketing, General

Administration and Management. He was appointed as a Director of the Company on 26.03.2013

and continues to hold the said office since then. He is also a Director in Unirama Industries Ltd,

Holiday Destinations Pvt Ltd, Impex Universal Pvt Ltd and Metro Arrow Amenities Pvt Ltd He does

not hold Membership of Committees of the Board of any other Company. He holds 3000 Equity

Shares of the Company.

Registered Office : By Order of the Board

“GREEN ACRES”

2, Nazar Ali Lane, Flat-4A

Kolkata - 700 019 Kamal Sharma

Date : 29th May, 2014 Executive Director

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DIRECTORS’ REPORT TO THE MEMBERS :

Your Directors have pleasure in presenting the 21st Annual Report together with Audited Statement ofAccounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS :

31st March 2014 31st March 2013

(Rs. In Lacs) (Rs. In Lacs)

Turnover & other Income – 6.14

Profit /(Loss) before Interest and Depreciation (9.15) (2.89)

Less: Interest 580.61 580.61

Profit /(Loss) before Depreciation (589.76) (583.50)

Less: Depreciation – –

Profit /(Loss) before Tax (589.76) (583.50)

Less: Provision for Taxation – –

Fringe Benefit Tax – –

Profit /(Loss) after Tax for the year (589.76) (583.50)

Add: Balance Brought Forward from the Previous year (9157.60) (8574.10)

Profit /(Loss) carried to Balance Sheet (9747.36) (9157.60)

OPERATIONS AND MANAGEMENT DISCUSSION & ANALYSIS :

There was no business activity in real terms during the year under review. So there was no incomeduring the year, as against small income generated in previous year from miscellaneous resources.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act,1956 and the rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonableand prudent judgements and estimates so as to give true and fair view of the state of affairs of theCompany.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting recordsfor safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 of Listing Agreementswith the Stock Exchanges. A report on Corporate Governance along with a Certificate from the Auditorsis annexed hereto and forms part of this Report.

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AUDITORS’ REPORT :

The observations of the Auditors' Report have been dealt with in the Notes to Profit & Loss Account andthe Balance Sheet of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. S. K. Sett (DIN : 00527824), retires by rotation at the ensuing Annual General Meeting and, beingeligible, offers himself for re-appointment.

During the year 2013-14, Mr. P. P. Chowdhury (DIN : 01460839) has been ceased from the Board w.e.f.06.03.2014.

Mr. S. K. Rathi (DIN : 01386151), has been appointed as Additional Director of the Company w.e.f.31.12.2013. Appropriate Resolution seeking your approval for his appointment is appearing in the Noticeconvening the Annual General Meeting.

AUDITORS :

M/s S S Kothari & Co., Chartered Accountants, are retiring at the ensuing Annual General Meeting andare eligible for re-appointment.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 29thMay, 2014, have appointed M/s K.K.Sanganeria & Associates, Practicing Company Secretaries, asSecretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2014-2015.

PARTICLUARS OF EMPLOYEES:

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A)of the Companies Act, 1956.

ADDITIONAL INFORMATION :

Statement showing particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rulesframed thereunder, are not applicable this year to the Company, in as much as there has been nocommercial activity during the year.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from all concernedand particularly the Shareholders of the Company for continuing to bear with the adversities of theCompany.

On Behalf of the Board

Place : Kolkata Kamal Sharma S. K. SettDate : 29th May, 2014 Executive Director Director

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MANAGEMENT DISCUSSION & ANALYSIS REPORT FOR THE YEAR ENDED 31.03.2014

Industry Structure & Development

Indian Textiles Industry is one of the leading textile industries in the world. Though the global economic

downtrend during the past decade have been somewhat arrested, but still the markets for high-end products

have not recovered fully as yet. Competition from new manufacturing countries like Korea and China have

posed great threats to the future of the Industry in India especially in the Wool / Poly-wool segment of the

Industry.

The fast growing retail apparel industry in the organized sector with multiple and strong Brands in every

sphere of fabric and clothings, have further increased the importance and demand for textiles products

and quality yarns in particular.

Opportunities and Threats

After global economic revival picks up the pace, the demand for value added premium products is expected

to rise in the developed countries. The per capita consumption of textile in India is only around 8 kgs as

against a global average of 12 kgs which is itself an enormous growth potential. However, the rising cost

of raw materials is a matter of concern, together, as mentioned earlier, with the growing competition from

other developing countries.

Segmentwise Performance

The Company presently is not having any business activities and hence only one Segment of Trading can

be inferred.

Financial Performance

During the year under review, Loss before interest, depreciation and taxes was Rs. 9.15 Lacs as against

Rs. 2.89 Lacs in the previous year.

Operations, Management Discussion and analysis

There was no business activity in real terms during the year under review. So there was no income during

the year, as against small income generated in previous year from miscellaneous resources.

Risk & Concerns

The primary risk for the Company is with the volatile Export markets and the uncertainty prevailing in the

Global Economy. Having to compete with low cost producers from countries like China and Korea, is

always a concern. There are no significant current borrowings and thus the company seems isolated from

financial risks and concerns, especially in the face of increasing interest rates and cost of Capital.

Risk Management

A comprehensive risk management policy for the purpose of management policy in the Company for

periodical review by the Board of Directors is in place. In addition, Risk Management issues are generally

discussed in the Audit Committee, and will start being effective once business / trading activities are in

swing.

Internal Control System

The Company has adequate system of internal controls to ensure that all assets are safeguarded and

protected against loss and that all transactions are authorized, recorded and reported correctly. The systems

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are designed to support the reliability of the financial and other records for preparing financial statements

and other data. The Statutory Auditors also discuss their comments and findings with the management as

well as with the audit committee.

The Company has also regularly placed before the Board, Internal Audit Reports, Financial Results with

Provisional Balance Sheets, Performance Review Report of various Units together with Executive Summary,

Current Workings and all Current matters of commercial importance and various other information as

generally required under the various Stock Exchange Listing Agreements.

Human Resources

The Company continues to recognize the importance of good human relations in the smooth working of

the organization.

Cautionary Statement

The facts and views mentioned in this report on Management Discussion and Analysis describing the

Company's views about the industry or otherwise, and the forecasts made, are entirely based on opinion

formed by the Management of the Company, and actual position or results may differ from those implied

therein. Important factors that could make a difference include economic developments within India and

outside, and also the economic performance of other countries with which the Company conducts business,

as well as availability of raw materials and prices and other incidental factors.

For and on behalf of the Board of Directors

Place : Kolkata Kamal Sharma S. K. Sett

Date : 29th May, 2014 Executive Director Director

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REPORT ON CORPORATE GOVERNANCE :(Pursuant to Clause 49 of the Listing Agreement)

1. Company’s Philosophy on Corporate Governance :

Your Company believes that the Corporate Governance is the combination of voluntary practicesand compliance with the laws and regulations of the Company.

Your Directors confirm the practice of good Corporate Governance codes by the company in truespirit and are pleased to present below the Report on Corporate Governance.

2. Board of Directors :

Your Board presently comprises of 1 (One) Executive Director and 2 (Two) Non-Executive andIndependent Directors.

The Composition of Board as it was during the Year 2013-14 is given below :

Name of Directors Executive/Non-Executive/ No. of other Other Committee(s)

Independent* Directorships** Member Chairman

Mr. P. P. Chowdhury Non- Executive & – – –(Upto 06.03.2013) Independent

Mr. Kamal Sharma Executive Director 5 3 –

Mr. S. K. Sett Non- Executive & 1 – –Independent

Mr. S. K. Rathi Non– Executive & 7 3 –(From 31.12.2013) Independent

* An Independent Director is a Director who apart from receiving Director's Sitting Fees and does nothave any material pecuniary relationship or transactions with the Company or its promoters or itsmanagement or its subsidiers, which in the judgment of the Board may affect his independence ofjudgment.

** Excludes directorship held in Private Limited Companies.

a) Attendance of Directors at Board Meetings and Annual General Meeting :

The Board of Directors of the Company met 8 (eight) times during the year 2013-14 on the followingdates : 09.05.2013, 30.05.2013, 12.08.2013, 12.11.2013, 31.12.2013, 24.01.2014, 12.02.2014 and06.03.2014

The Company regularly placed before the Board, Internal Audit / Financial matters and results withProvisional Statement together with all Current matters of commercial importance and variousother information as generally required under the Listing Agreement from time to time.

The Attendance of Directors at the Board Meetings and Annual General Meeting during the year2013-14 were as under:

Name of Directors Attendance*

Board Meeting Last AGM

Mr. P. P. Chowdhury (Upto 06.03.2014) 3 Yes

Mr. Kamal Sharma 8 Yes

Mr. S. K. Sett 8 Yes

Mr. S. K. Rathi (From 31.12.2013) 3 N.A.

* Members present at the meeting elect one of themselves as Chairman of the Meeting.

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b) Remuneration of Directors :

Details of remuneration paid / payable to Directors for the year ended on 31st March 2014 are asfollows:

(Amount in Rs.)

Name of Directors Board Audit Committee Salary & Commission TotalMeeting Meeting Perquisites

Sitting Fees Sitting Fees

Mr. P. P. Chowdhury(Upto 06.03.2014) 6,000 6,000 – – 12,000

Mr. Kamal Sharma – – 24,000 – 24,000

Mr. S. K. Sett 16,000 10,000 – – 26,000

Mr. S. K. Rathi(From 31.12.2013) 6,000 2,000 – – 8,000

c) Code of Conduct :

The Board of Directors play an important role in ensuring good governance. The Code of Conductformulated by the Company during the year which the Directors/ Senior Executive have been advisedto follow envisages interalia, the following:-

To observe the highest standards of ethical conduct and integrity and to work to the best of

their ability and judgement.

To maintain and help the Company in maintaining highest degree of Corporate Governance

practices.

To act in utmost good faith and exercise due care, diligence and integrity in performing their

official duties.

To not seek, accept or receive, directly or indirectly, any gift, payments or favour in whatsoever

form from Company's Business Associates, which can be perceived as being given to gainfavour or dealing with the Company and to ensure that the Company's interests are nevercompromised.

To maintain confidentiality of information entrusted by the Company or acquired during

performance of their duties and not to use it for personal gain or advantage.

To not commit any offences involving moral turpitude or any act contrary to law or opposed to

the public policy.

3. Audit Committee :

The Terms of Reference of this Committee cover the matters specified for Audit Committees underclause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.

The Committee reviews the efficacy of the internal control mechanism and monitors the riskmanagement policies adopted by the Company. The Committee also reviews the report furnishedby the internal and statutory auditors and ensures that suitable follow up actions are taken. Besides,the Committee also examines accounting, taxation and disclosure aspects of all significanttransactions.

During the year 2013-14, 5 (Five) meetings of the Audit Committee were held on the followingdates: 09.05.2013, 30.05.2013, 12.08.2013, 12.11.2013 and 12.02.2014.

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The Composition of the Committee and the attendance of each member of the Committee during theyear 2013-14 are given below:-

Name Designation Executive / Non-Executive / Profession CommitteeIndependent Meetings Attended*

Mr. P. P. Chowdhury Member Non- Executive & Independent Service 3(Up to 06.03.2014)

Mr. Kamal Sharma Member Executive Director Service 5

Mr. S. K. Sett Member Non- Executive & Independent Professional 5

Mr. S. K. Rathi Member Non- Executive & Independent Service 1(From 31.12.2013)

*Members present at the meeting elect one of themselves as Chairman of the Meeting.

4. Remuneration Committee :

The Remuneration Committee was formed with a view to reviewing and making recommendationson annual salaries, performance, commissions, perquisite and other employment conditions ofExecutive Directors and other Executives and Officials. The Committee's also takes into considerationremuneration practices followed by leading companies as well as information provided by reputedconsultants while determining the overall remuneration package. The following are the members ofthe Committee at present:

Name Designation * Executive/Non-Executive/Independent

Mr. S. K. Sett Member Non-Executive & Independent

Mr. S. K. Rathi (From 31.12.2013) Member Non-Executive & Independent


5. Share Transfer cum Investors Grievance Committee :

The Board has formed the "Share Transfer cum Investors Grievance Committee", which looks intoShareholders and Investors' grievances and Share transfer. Mr. Kamal Shama is the ComplianceOfficer of the Company.

During the year 2013-14, 12 (Twelve) Meetings of the Share Transfer Committee were held on thefollowing dates : 16.04.2013, 30.04.2013, 31.07.2013, 18.09.2013, 07.10.2013, 14.11.2013,16.12.2013, 31.12.2013, 21.02.2014, 28.02.2014, 18.03.2014 and 31.03.2014.

The Attendance of Directors at the Share Transfer Committee Meetings during the year 2013-14were as under :

Name of the Director Attendance *Share Trasfer Committee Meeting

Mr. P. P. Chowdhury (Upto 06.03.2014) 4

Mr. Kamal Sharma 9

Mr. S. K. Sett 11

Mr. S. K. Rathi (From 31.12.2013) 4

The following are the members of the Committee at present :

Name Designation * Executive/Non-Executive/Independent

Mr. Kamal Sharma Member Executive Director

Mr. S. K. Sett Member Non-Executive & Independent

Mr. S. K. Rathi (From 31.12.2013) Member Non-Executive & Independent


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i) Share Transfers :

• All Shares have been transferred and returned within the prescribed period so long as thedocuments have been in order in all respects.

• The Share Transfer Committee met approximately once in a month.

Total number of Equity Shares transferred during the relevant period was 2500.

(ii) Status of Investor Complaints :

Complaints received from Shareholders have been mostly cleared within the financial year.The complaints are generally replied to within 10-15 days from their lodging with the Company.

No. of Complaints received from the Investors (including brought forward) 5

No. of Complaints resolved 5

Complaints pending as on 31st March, 2014 NIL

No. of Share Transfers pending for approval as on 31st March, 2014 NIL

6. General Body Meetings :

The location and time of the Annual General Meetings held during the last 3 years is as follows :

Annual General Meeting Date Time Venue No. of(AGM) Special

Resolutionspassed

18th Annual General 29.09.2011 12.00 Noon Science City —Meeting Seminar Hall

JBS Haldane AvenueKolkata – 700 046

19th Annual General 28.09.2012 12.00 Noon Science City —Meeting Seminar Hall

JBS Haldane AvenueKolkata - 700 046

20th Annual General 26.09.2013 12.00 Noon Science CityMeeting Seminar Hall

JBS Haldane AvenueKolkata - 700 046 —

The Special Resolutions, if any, are usually passed on show of hands and mostly unanimously.

No Postal Ballot were used in last year. The Company does not have any proposal for Postal Ballot

at present.

7. Notes on Directors Appointment/ Re-appointment :

Mr. S. K. Rathi is a highly experienced Professional in the field of Corporate Governance" &Compliance and Qualified Company Secretary having wide experience in Shares, Secretarial andCompany Law matters. He has been appointed as a Director of the Company on 31.12.2013.

Mr. S. K. Sett is retiring by rotation at the ensuing Annual General Meeting and is eligible forRe-appointment. He is a senior Professional having wide experience in Projects, Marketing, GeneralAdministration and Management.

8. Disclosures :

a) The Company has complied with all the mandatory requirements of clause 49 of the listing

14


agreements with the Stock Exchanges as well as regulations and guidelines of SEBI, whereverapplicable.

b) No transaction of material nature has been entered into by the Company with the Directors orPromoters or Management and their relatives, their Subsidiaries etc. that may have a potentialconflict with the interest of the Company at large. The Register of Contracts, in which Directorsare interested, was placed before the Board regularly.

c) No penalties or strictures have been imposed on the Company by the Stock Exchanges orSEBI or any statutory authority on any matter related to capital markets during the last threeyears, as all requirements were complied with.

d) Resume and other information of the Directors proposed to be appointed/re-appointed (includingthose retiring by rotation) at the ensuing annual General Meeting are given in the Notice relatingthereto to the shareholders.

e) The Company has followed all relevant Accounting Standards while preparing the FinancialStatements.

f) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own orheld by/for other person on a beneficial basis) are as follows :

Name of Director Number of Equity Shares held

Mr. Sanjoy Kumar Sett 3000

g) Risk Management

A comprehensive risk management policy for the purpose of management policy in the Companyfor periodical review by the Board of Directors has been formulated during the year. In addition,Risk Management issues are generally discussed in the Audit Committee.

h) CEO/CFO CERTIFICATION :

The Executive Director who is also looking the finance function have confirmed to the Boardthat :

(a) He has reviewed financial statements and the cash flow statement for the year and that tothe best of his knowledge and belief :

(i) these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading ;

(ii) these statements together present a true and fair view of the company's affairs andare in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of his knowledge and belief, no transactions entered into by thecompany during the year which are fraudulent, illegal or violative of the company's codeof conduct.

(c) He accepts responsibility for establishing and maintaining internal controls for financialreporting and that he has evaluated the effectiveness of the internal control systems ofthe company, pertaining to financial reporting and he has disclosed to the auditors andthe Audit Committee, deficiencies in the design or operation of internal controls, if any, ofwhich he has aware and the steps they have taken or propose to take to rectify thesedeficiencies.

(d) He has indicated to the Auditors and the Audit Committee

(i) that there have been no significant changes in internal control over financial reportingduring the year ;

(ii) that there have been no significant changes in accounting policies during the year;and

(iii) that there are no instances of significant fraud of which he has become aware and the

15


involvement therein, if any, of the management or an employee having a significantrole in the company's internal control system over financial reporting.

i) Brief Profile and other informations of the Directors proposed to be appointed / re-appointed(including those retiring by rotation) at the ensuing Annual General Meeting are given in theNotice relating thereto the shareholders.

9. Publication of Consolidated Financial Statement in the Annual ReportIn view of there being some business income in the subsidiary Company, Uniworth Biotech Limited,during the last financial year, Financial Statements / Balance Sheet have been added in the AnnualReport as required.

10. Means of Communication :a) The Annual, Half-yearly and Quarterly Results are submitted to the Stock Exchanges in

accordance with the Listing Agreement and are published in an English and also in a BengaliDaily leading Newspaper.

b) Management Discussion & Analysis Report is forming a part of the Annual Report.

11. General Shareholder Information :

a) Annual General Meeting :- Date and Time 26th September, 2014 at 12.00 Noon

- Venue Science City Seminar HallJBS Haldane Avenue, Kolkata - 700 046

b) Financial Calendar :

(tentative and subject to change)Financial Reporting for- the Quarter ending 30th June, 2014 2nd week of August, 2014- the Quarter and Half Year ending 30th September, 2014 2nd week of November, 2014

- the Quarter ending 31st December, 2014 2nd week of February, 2015- Year ending 31st March, 2015 4th week of May, 2015

c) Date of Book Closure : 19th September, 2014to 26th September, 2014

d) Dividend Payment Date : N.A

e) Registered Office : ‘GREEN ACRES’2, Nazar Ali Lane, Flat- 4AKolkata - 700 019

f) Listing on Stock Exchanges :The Equity Shares of the Company are listed on the following Stock Exchanges.

Code No.

The Calcutta Stock Exchange Ltd. (CSE) 10031018Bombay Stock Exchange Ltd. (BSE) 514282

The Listing Fees for the Financial Year 2013-2014 have been paid.

g) Stock Market Data & performance of company's Share prices vis--vis BSE Sensex :As the Shares of the Company were rarely and thinly traded in the market, the Stock MarketData and performance of Company's Share prices were not available.

h) Registrar and Transfer Agents :

M/s C. B. MANAGEMENT SERVICES (P) LIMITEDP-22, Bondel RoadKolkata - 700 019Phone No. : (033) 4011 6700/6711/6718/6723Fax No. : (033) 40116739E-mail : [email protected]

16


i) (1) Distribution of Shareholding as on 31st March, 2014

Slab of Equity No. of % No. of Equity %

Shares held Shareholders Shares

1- 500 41590 93.24 5440707 36.51

501 - 1000 901 2.02 753433 5.06

1001 - 2000 1248 2.80 1802750 12.10

2001 - 3000 673 1.51 1944550 13.05

3001 - 4000 81 0.18 276860 1.86

4001 - 5000 18 0.04 81400 0.55

5001-10000 57 0.13 398200 2.67

10001-Above 36 0.08 4202100 28.20

Total 44604 100.00 14900000 100.00

(2) Categories of Shareholders as on 31st March, 2014

Categories Number of Amount in %Equity Shares (Rs.)

Promoters, Directors, Relatives and 3762300 37623000 25.25Associated Companies

Mutual Funds 1600 16000 0.01

Banks 7500 75000 0.05

Non - Resident Indians 1575463 15754630 10.57

Other Bodies Corporate 317025 3170250 2.13

Public 9236112 92361120 61.99

Total 14900000 149000000 100.00

j) Dematerialisation of Shares and Liquidity :

Equity Shares held in Dematerialized and Physical Mode as on 31st March, 2014 were as under:

Particulars No. of Equity Shares % of EquityShares

Held in Dematerialized form in NSDL 4281368 28.73

Held in Dematerialized form in CDSL 563094 3.78

Held in Physical mode 10055538 67.49

Total 14900000 100.00

At present, the Company's Shares are compulsorily traded in Dematerialised Form, as per notificationissued by the Securities and Exchange Board of India (SEBI). The ISIN allotted for the EquityShares of the Company is INE760D01015.

k) Share Transfer System :

To expedite the Share Transfer process in the Physical segment, authority has been delegated tothe "Share Transfer cum Investors Grievance Committee". Share transfer/transmissions approvedby the Committee are placed at the Board Meeting from time to time.

17


AUDITORS' CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCEUNDER CLAUSE 49 OF THE LISTING AGREEMENT

TO THE MEMBERS OF

UNIWORTH INTERNATIONAL LIMITED

We have examined the compliance of conditions of Corporate Governance by Uniworth InternationalLimited for the year ended 31st March, 2014 as stipulated in clause 49 of the Listing Agreement of thesaid Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the company for ensuringthe compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us.

We certify that the Company has complied with the conditions of Corporate Governance as stipulated inthe above- mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For S. S. KOTHARI & CO.Chartered Accountants

Firm Registration No. 302034E

A. DattaPlace: Kolkata Partner

Date: 29th May, 2014 Membership No. 5634

l) Outstanding GDRs/ADRs/Warrants : Not Applicable

m) Investor Correspondence : Mr. Kamal Sharma"GREEN ACRES"2, Nazar Ali Lane, Flat- 4AKolkata - 700 019

CERTIFICATE OF COMPLIA NCE WITH THE CODE OF CONDUCT

Annual Certificate under Clause 49 (I) (D) of Listing Agreement with Stock Exchanges

DECLARATION

As required under Clause 49 (I) (D) of the Listing Agreement with the Stock Exchanges, I hereby declarethat all the Board Members and Senior Management Personnel i.e. employees in the grades of GeneralManager and above, of the Company have complied with the Code of Conduct of the Company for Finan-cial Year ended 31st March, 2014.

Kamal SharmaExecutive Director

18


AUDITOR’S REPORTTO THE MEMBERS OF UNIWORTH INTERNATIONAL LIMITED

1. Report on The Financial Statements

We have audited the accompanying financial statements of Uniworth International Limited, whichcomprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss and the CashFlow Statement for the year then ended, and a summary of significant accounting policies and otherexplanatory information.

2. Management's Responsibility for the Financial Statements.

Management is responsible for the preparation of these Financial Statements that give a true and fairview of the financial position, financial performance and cash flows of the company in accordancewith the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 (the Act) read with the General Circular dated 13th September 2013 of the Ministry of Corporateaffairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation ofthe Financial Statements that give a true and fair view and are free from material misstatements,whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements. The procedures selected depend on the auditor's judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to theCompany's preparation and fair presentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accounting estimatesmade by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion.

4. Attention is drawn to the following :-

a) Note No. 17 regarding presentation of the accounts on the basis applicable to "Going Concern"although the Company's net worth has been fully eroded due to accumulated losses, includingthe loss for the year, for the reason as stated in the note. In the event, the Going Concernassumption is vitiated; the financial statements may require necessary adjustment.

b) Note No. 4 regarding estimated amount of Rs. 804.00 Lacs being provided during the financialyear 2002-03 as Sales claims & commissions relating to earlier years from overseas customersof the company which is pending for final settlement. The necessary adjustments for such claims& commission will be made after final settlement and obtaining necessary approval from theconcerned regulatory authorities, in absence of which we are unable to express our opinion onsuch adjustment.

c) Note No. 5(i) regarding Interest provision on borrowings from some of the banks have been made

19


in the accounts under simple interest method at the prevailing/estimated rates applicable on suchloans in absence of relevant documents/ confirmations, the impact of which can not be ascertained.

d) Note No. 5(ii) regarding non receipt of confirmation in respect of Bank borrowings due torestructuring in progress book balances have been relied upon.

e) Footnote to Note No.13 regarding interest provision on borrowing from some of the institutionsand banks made in the accounts under simple interest method at the prevailing/estimated ratesapplicable on such loans in absence of relevant documents/confirmations, the impact of whichcannot be ascertained as well as the note therein regarding the matter of dispute between theCompany and the Bankers/Creditors in connection with charging of interest payment and paymentof principal.

f) Note No. 9(iv) regarding foreign exchange gain amounting Rs.1499.04 Lacs arising out of exportbills have not been considered in accounts due to uncertainty in realization.

g) Note No. 9(iii) regarding Overdue Export Bills amounting to Rs. 123.41 lacs outstanding for longwhich in our opinion are Doubtful of recovery against which no provision has been made in theBooks of Accounts.

h) Note No. 11(i) regarding Claim receivable amounting to Rs. 57.21 lacs due from various banksoutstanding for long which in our opinion are Doubtful of recovery against which no provision hasbeen made in the Books of Accounts.

Impact of Para no. (a) to (d) is not ascertainable. However, had our observation made in Para no (e),(f) & (g) being considered the Profit after tax for the year would have been Rs.728.66 lacs (as againstthe reported Loss figure of Rs.589.76 lacs) and Loans, Advances and Deposits would have beenRs.231.48 lacs (as against reported figure of Rs.288.69 lacs), Sundry Debtors would have been Rs.4386.20 Lacs (as against reported figure of Rs 3,010.57 lacs), accumulated losses would have beenRs.8428.94 lacs (as against reported figure of Rs 9747.36 lacs).

5. Opinion

Subject to our remarks in paragraph 4 above, in our opinion and to the best of our information andaccording to the explanations given to us, the Financial Statements read with other notes thereon,give the information required by the Companies Act, 1956 in the manner so required and also give atrue and fair view in conformity with the accounting principles generally accepted in India:-

(a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2014 and

(b) In the case of Statement of Profit & Loss, of its Loss for the year ended on that date and

(c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor's Report) Order 2003 issued by the Central Governmentin terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statementon the matters specified in paragraphs 4 and 5 of the said order to the extent applicable to thecompany.

ii) As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purpose of our audit;

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

20


c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by thisreport are in agreement with the books of account.

d) In our opinion the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealtwith by this Report comply with the Accounting Standards referred to in sub-section (3C) ofSection 211 of the Companies Act, 1956 read with the General Circular dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of representations received from the directors, as on 31st March, 2014 and takenon record by the Board of Directors, we report that none of the directors is disqualified as on31st March, 2014 from being appointed as director in terms of clause (g) of sub-section (1) ofsection 274 of the Companies act, 1956.


FR No. 302034E

A. DattaPlace : Kolkata PartnerDate : 29th May, 2014 Membership No.5634

Annexure referred to in the Auditors' Report to the members of UNIWORTH INTERNATIONALLIMITED on the accounts for the year ended 31st March 2014.

I. During the year under audit, there are no Fixed Assets lying with the company. Accordingly clause4(I) (a) to (c) of the order are not applicable.

II During the year under audit, there are no Inventory lying with the company. Accordingly clause4(II) (a) to (c) of the order are not applicable.

III The company has neither taken any loan nor granted any loan, secured or unsecured during theyear from/to companies, firms or other parties covered in the Register maintained Under Section301 of the Companies Act. However, we have relied upon the entries recorded in the Registermaintained under section 301 and Management's representation in this regard. Accordingly, clause4(III) (b) to (g) of the order is not applicable.

IV. In our opinion and according to the information and explanations given to us, there is an adequateinternal control system commensurate with the size of the company and nature of its business.During the course of our audit, no major weakness has been noticed in the internal controls.

V. Based on the audit procedures applied by us and according to the information and explanationsprovided by the Management, we are of the opinion that there are no contracts and arrangements,the particulars of which need to be entered in the register maintained under section 301. AccordinglyClause 4(V)(b) of the order is not applicable.

VI. The Company has not accepted any deposits from the public within the meaning of section 58Aand 58AA of the Companies Act, 1956 during the year. We have been informed that, no order hasbeen passed by the Company Law Board or National Company Law Tribunal or Reserve Bank ofIndia or any other Court or Tribunal on the Company.

VII. The Company has appointed a firm of Chartered Accountants to do the internal audit periodically.

21


In our opinion, the internal audit system commensurate with the size of the Company and natureof its business.

VIII. The Company is not required to maintain proper cost records as prescribed by the CentralGovernment under section 209 (1)(d) of the Companies Act, 1956.

IX. On the basis of the records of the company, the clause regarding statutory dues is not applicableto the Company.

X. The accumulated losses of the company are more than its net worth. The company has incurredcash losses during the current financial year covered by our audit and also in the immediatelypreceding financial year.

XI. The company has defaulted in repayment of dues amounting to Rs. 2,157.90 lacs on account ofPrincipal and Rs. 3366.98 lacs on account of Interest to the Banks.

XII According to the information & explanations given to us the Company has not granted any loansand advances on the basis of security by way of pledge of shares, debentures and other security.

XIII. The Company is not a Chit fund or a Nidhi/Mutual Benefit Fund/Society.

XIV. During the year under audit the company has not dealt or traded in shares. The Company hasmaintained proper records of transactions and contracts in respect of shares, securities, debenturesand other investments and timely entries have been made therein. We also report that the Companyhas held shares, securities, debentures and other securities in its own name.

XV. The company has not given any guarantee for loans taken by other companies from banks orFinancial Institutions.

XVI. Based on information and explanation given to us by the Management, no term loan were obtainedby the Company during the year. Hence this Clause is not applicable.

XVII. On the basis of our overall examination of the Balance Sheet, no fund was raised on short termbasis. Hence this Clause is not applicable.

XVIII. During the year under audit, the company has not made any preferential allotment of shares toparties or companies covered in the register maintained under section 301 of the Companies Act1956.

XIX. The Company has not issued any debentures during the year.

XX. The Company has not raised any money by way of Public Issue during the year.

XXI. Based upon the audit procedures performed and on the basis of information and explanationsgiven by the Management, we report that no fraud on or by the Company has been noticed orreported during the year.


FR No. 302034E

A. DattaPlace : Kolkata PartnerDate : 29th May, 2014 Membership No.5634

22


See Accompanying Notes are an integral part of the Financial Statements

This is the Balance Sheet referred in our Report of even date.

For S. S. KOTHARI & CO. Kamal SharmaChartered Accountants Executive DirectorFirm Registration No. 302034E

A. Datta S.K. SettPartner DirectorMembership No. 5634

Place: Kolkata S.K. RathiDate : 29th May, 2014 Director

BALANCE SHEET AS AT 31ST MARCH, 2014(Rs. in 000’s)

Note As at As atNo. 31.03.2014 31.03.2013

I. EQUITY AND LIABILITIES

1. Shareholedrs' Fund

a) Share Capital 2 1,49,000 1,49,000

b) Reserves and Surplus 3 (9,74,736) (8,25,736) (9,15,760) (7,66,760)

2. Non-Current Liabilities

Long Term Provisions 4 80,399 80,399

3. Current Liabilities

a) Short Term Borrowings 5 3,59,345 3,59,345

b) Other Current Liabilities 6 7,17,925 10,77,270 6,58,961 10,18,306

GRAND TOTAL 3,31,933 3,31,945

II. ASSETS

1. Non-Current Assets

a) Non-Current Investments 7 741 741

b) Long Term Loans and Advances 8 283 1,024 283 1,024

2. Current Assets

a) Trade Receivables 9 3,01,057 3,01,057

b) Cash and Cash Equivalent 10 983 995

c) Short Term Loans and Advances 11 28,869 3,30,909 28,869 3,30,921

GRAND TOTAL 3,31,933 3,31,945

Significant Accounting Policies 1

Other Disclosures 15 - 22

23


See Accompanying Notes are an integral part of the Financial Statements

This is the Profit & Loss referred to in our Report of even date.




STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2014

(Rs. in 000’s)

Note For the year ended For the year ended31.03.2014 31.03.2013

I. Other Income 12 – 614

II. Total Revenue – 614

III. Expenses:

Finance Cost 13 58,061 58,061

Other Expenses 14 915 58,976 903 58,964

Total Expenses 58,976 58,964

IV. Profit before tax (58,976) (58,350)

V. Tax Expenses – –

VI. Profit ( Loss ) for the period (58,976) (58,350)

VII. Earnings Per Equity Share:

i) Basic (3.96) (3.92)

ii) Diluted (3.96) (3.92)


Other Disclosures 15 - 22

24


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

Year Ended Year Ended31.03.2014 31.03.2013

(Rs. in 000’s) (Rs. in 000’s)A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/ (Loss) Before Tax and after Extra Ordinary Items : (58,976) (58,350)Adjustments for :Interest Charged 58061 58061Investment Written off – –Miscellaneous Expenditure written off – –Operating Profit before working Capital changes (915) (289)Adjustement ForTrade and other Receivables – –Trade payables 903 302

Cash Generated From Operations (12) 13

Cash Flow before Extra Ordinary Items (12) 13Extra Ordinary Items:Revaluation of Sales PriceNet Cash From Operating Activities (12) 13

B) CASH FLOW FROM INVESTING ACTIVITIESAddition to InvestmentLoansIntererst ReceivedNet Cash used in Investing Activities – –

C) CASH FLOW FROM FINANCIAL ACTIVITIESProceeds from Short Term Borrowing(including Foreign Exchanage FluctuationInterest paidDividend PaidShare Application Money refundNet Cash used in Financing Activities(C) – –Net Increase in Cash and Cash Equivalents (A+B+C) (12) 13Cash and Cash Equivalents (opening balance ) 995 982

Cash and Cash Equivalents (closing balance ) 983 995


A. Datta S.K.SettPartner DirectorMembership No. 5634

Place : Kolkata S.K.RathiDate : 29th May, 2014 Director

25


1 SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PREPARATION

The Financial Statements have been prepared to comply in material respects with the AccountingPrincipal generally accepted in India. Including mandatory Accounting Standard notified underthe Companies (Accounting Standard) Rules,2006 (as amended) under the historical costconvention and on accrual basis. The Accounting Policies in all material respects, have beenconsistently applied by the company and are consistent with those used in previous year,except for changes in the presentation and disclosure of the Financial Statement as describedin Notes below.

B. INVESTMENT

Long-term investments are stated at cost less provision wherever the management considersthe fall in value to be of permanent nature.

C. RECOGNITION OF INCOME AND EXPENDITURE

The items of income and expenditure are recognised on accrual basis.

D. BORROWING COSTS :

Borrowing costs that are attributable to the acquisition and construction of a qualifying assetare capitalised as part of cost of that asset. Other borrowing costs are recognised as expensein the period in which they are incurred.

E. TAXATION :

Current Tax is determined on the basis of the amount of tax payable under the Income Tax Act,1961, if any. Deferred Tax Liabilities/Assets, subject to consideration of prudence, are recognisedand carried forward only when there is reasonable certainty that sufficient taxable Income willbe available against which such Deferred Tax Liabilities/ Assets can be adjusted. Fringe BenefitTax is accounted for on the estimated value for the year as per related provisions of IncomeTax Act, 1961.

F. PROVISION AND CONTINGENT LIABILITY

The company recognizes a provision when there is a present obligation as a result of a pastevent that probably requires an outflow of resources and a reliable estimate can be made ofthe amount of obligation. A disclosure of a contingent liability is made when there is a possibleobligation that may but probably will not require an outflow of resources. Where there is possibleobligation or a present obligation and the likelihood of outflow of resources is remote, no provisionor disclosure for contingent liability is made. Contingent Liabilities is are generally not providedin accounts and are disclosed separately in the notes on accounts.

G EARNING PER SHARE

Basic earning per share is calculated by dividing the net profit or loss for the period attributableto equity shareholders by weighted average number of equity shares outstanding during theperiod. The weighted average number of equity shares outstanding during the period and forall periods presented is adjusted for the events, such as bonus share, other than conversion ofpotential equity shares that have changed the number of equity shares outstanding, without acorresponding change in resources. For the purpose of calculating, diluted earning per share,the net profit or loss for the period attributable to equity shareholders and the weighted averagenumber of shares outstanding during the period is adjusted for the effects of all dilutive potentialequity shares.

NOTES TO THE FINANCIAL STATEMENTS

26


NOTES TO THE FINANCIAL STATEMENTS(Rs in 000’s)

2013-14 2012-13

2. Share Capital :

a) Authorised :

26000000 Equity Shares of Rs. 10/- each(Previous Year 26000000 Equity Shares 260,000 260,000of Rs. 10/- each )

4800000, Cumulative Redeemable Preference 240,000 240,000Shares of Rs. 50/- each(Previous Year 4800000 Cum PreferenceShares of Rs. 50/- Each)

Total 500,000 500,000

b) Issued,Subscribed & Paid Up :14900000 Equity Shares of Rs. 10/- each 149,000 149,000(Previous year 14900000 Equity Sharesof Rs. 10 /- each)

Total 149,000 149,000

c) Reconciliation of the number ofEquity Shares Outstanding :

Number of Shares outstanding at the beginning of the year. 14,900,000 14,900,000

Number of Shares outstanding at the end of the year. 14,900,000 14,900,000

d) Shares in the Company held by each Shareholdersholding more than 5% Shares.

Name of Shareholders Number of % of Number of % ofShares held Share Shares held Share

Nos held Nos held

Aviante International Limited 7,55,000 5.07 7,55,000 5.07

3. Reserve & Surplus :

Particulars As at 31st Addition Deduction As at 31stMarch, 2013 March, 2014

Surplus (9,15,760) (58,976) - (9,74,736)

Total (9,15,760) (58,976) - (9,74,736)

4. Long Term Provisions :

Others

Provision for Commission on Export Bills 27,944 27,944

Provision for Sales Claim on Export Bills 52,455 80,399 52,455 80,399

Total 80,399 80,399

27



Note

The final settlement in respect of sales claims & commissions provided during the year 2002-03 for Rs. 804.00 lacs is still pending& the necessary adjustment for such claim & commissions will be made after finalisation on receipt of necessary approval from theconcerned regulatory authorities.

2013-14 2012-13

5. Short Term Borrowings :

a) Loan Repayble on Demand

i) From Banks

Secured :Packing Credit 29,975 29,975Principal Debt - Centurion Debts 57,697 57,697Cash Credit 48,068 48,068Foreign Bill Discount 1,37,746 1,37,746

ii) Unsecured :

Book Overdraft From Banks 75,997 3,49,483 75,997 3,49,483

Terms of Repayment :

As per original agreement all the Working Capital Loansbecome due for repayment.However, the company'snegotiation with term lender's for the rescheduling is inprocess.

Nature Security :

The Working Capital Loans from banks are securedby hypothecation of Book Debts and Advances.

b) Loans and Advances from Related Parties :

Uniworth Textiles Limited 9,862 9,862

Total 3,59,345 3,59,345

Note :

1) Interest provision on borrowing from some of the banks has been made in the accounts at prevailing/estimated rates onsimple interest basis applicable on such loans. The impact of compound interest/Penal charges wherever applicable could notbe ascertained.

2) The outstanding balance of Working Capital facilities from some of the banks are subject to receipt of confirmation /Statements.which could not be available due to restructuring being in progress.

3) Certain Banks and Financial Institutions have taken legal recourse for recovery of their dues from the company.

28



2013-14 2012-13

6. Other Current Liabilities :a) Interest Accrued and Due on Borrowings

Interest on Working Capital Loan 6,85,067 6,27,005b) Other Payables

E C G C 382 382Tax Deducted at Sources – 5Legal & Proffessional Expenses – 10Audit Fees 38 38Rent 72 72Miscellaneous Liabilities 32,366 32,858 31,449 31,956

Total 7,17,925 6,58,961

7. Non-Current Investmentsa) Investments in Equity instruments

Bodies Corporate :Quoted Fully Paid Upi) Uniworth Textiles Ltd.

568750 (Previous Year 568750 Equity Shares of Rs.10/- each)Equity Shares of Rs.10/- each. 512 512

Un-Quoted Fully Paid Upi) Uniworth Apparal Ltd

550300 ( Previous Year 550300 Equity Shares of Rs.10/- each. ) 2,752 2,752Equity Shares of Rs.10/- each.

ii) Uniworth Biotech Ltd 229 2,981 229 2,98149300 (Previous Year 49300 Equity Shares of Rs.10/- each)

3,493 3,493

Less : Provission for diminution in value of Investments 2,752 2,752

Total 741 741

Aggregate value of Quoted Investment 512 512Market value of Quoted Investment 1,706 1,706Aggregate value of Un-Quoted Investment 2,981 2,981Aggregate Provision for diminution in value of Investments 2,752 2,752

Note : Investment includes Rs.5.12 Lacs in a company and Current Assets includes Rs. 565.10 Lacs amounts receivable fromCompanies which have become Sick and registered/referred to BIFR under the Sick Industrial Companies (Special Provisions)Act, 1985. No provision has been considered necessary by the management at this stage

2013-14 2012-13

8. Long Term Loans and Advancesa) Security Deposits

Unsecured, Considered Good : 283 283

Total 283 283

29



2013-14 2012-13

9. Trade ReceivablesSundry Debtors:Unsecured, Considered Good :Outstanding for a period exceeding six monthOther Debts 301,057 301,057

Doubtful :Outstanding for a period exceeding six monthLess : Provision for doubtful debts 85,343 85,343

(85,343) - (85,343) -

Total 301,057 301,057

Note : Sundry Debtors considered Good includes:-i) Rs. 2586.76 Lacs (as on 31.03.09 Rs.2586.76 Lacs) representing overdue Export Bills outstanding for long. The company

has realized from such Debtors only Rs. 293.79 Lacs being first yearly installment out of 20 yearly installments pursuant todecree of Court. The Company has also filed an appeal for reduction/ variation of the period of time, which has since beenrejected by the Court.

ii) Rs. 299.28 Lacs (Previous year Rs.299.28 Lacs) representing overdue Export Bills outstanding for long that will be set offagainst import liabilities, claims and commission etc. of the respective parties.

iii) Rs 123.41 Lacs (Previous year Rs.123.41) Lacs representing overdue Export Bills outstanding for long against which themanagement has taken appropriate steps for its recovery.

iv) Due to uncertainty in realization, no adjustment for foreign exchange gains amounting Rs.1499.04 lacs arising out of theabove export bills has been considered in accounts.

v) Balances of Debtors are subject to confirmation.

10. Cash and Cash EquivalentBalances with Banks :- In Current Account 966 978- Cash on hand 17 17

Total 983 995

11. Short Term Loans and Advancesb) Others :

Unsecured, Considered Good :Loans to Bodies Corporates 7,048 7,048TDS Receivable 1,395 1,395Claims Receievable from Banks 5,721 5,721Miscellaneous Advances 78,982 78,982

93,146 93,146Less : Provision for Doubtful Advances 64,277 28,869 64,277 28,869

Total 28,869 28,869

Note :i) Claim receivable includes Rs. 57.21 Lacs due from various banks on account of excess interest charged by them in earlier

years are subject to confirmation however bank has not disputed claims.

ii) Balances of Loans and Advances are subject to confirmation.

30



2013-14 2012-13

12. Other Incomea) Interest Income – 614

b) Other Non-Operating Income (Net) – –

Total – 614

13. Finance Cost

a) Interest Expense 58,061 58,061

Total 58,061 58,061

1. Interest provision on borrowing from some of the institutions and banks has been made in the accounts at prevailing/estimated rates on simple interest basis applicable on such loans. The impact of compound interest / Penal chargeswherever applicable could not be ascertained. Besides there is dispute between the Company and Bankers/Creditors, overthe issue of charging interest and payment to the Bankers/Creditors of interest and principal amount.The Bankers/Creditorshave approached appropiate court of law for recovery of its due which is being defended by the Company.

14. Other Expenses

Rates & Taxes 33 16

Insurance 1 1

Bank Charges 4 1

Travelling & Conveyance 1 3

Directors Fees 46 44

Payment to Auditors 38 38

Legal and Professional Expense 171 112

Postage and Telegram 189 190

Miscellaneous Expenses 432 498

Total 915 903

15. Additional Information

Payments to Auditors

Audit Fees 38 38

Total 38 38

31



16. The Company has transferred during the financial year 2002-03 its Leased Imported Fixed Assets to the lessee mpany(Export Oriented Unit) at Book Value Rs. 1064.21 Lacs with its liability towards Term Loan taken from the Financial Institutionsamounting Rs. 1844.51 Lacs. As per terms of sanction from Ministry of Commerce, Government of India the Company shallbe liable to pay the applicable duties on import (amount not ascertained) in case the lessee company loses its identity as anexport-oriented unit. The Company is in process of and fulfilling the documentary obligations with the Regulatory Authorityfor transferring these liabilities to the transferee company

17. The company's net worth has been fully eroded due to accumulated losses including the loss for the year. However theaccounts are presented on the basis applicable to "Going Concern" as the Management is of the opinion that the GoingConcern assumption is on the basis of foreseeable future.'

18. The Company has applied from time to time to Reserve Bank of India for extension/set off of certain overdue bills and saleof certain investment where their approvals are required.

19. In preparation of these Accounts, cognizance has not been taken by the Company of a Debit Note sent by a body corpo ratewithin the year end, indicating the unilateral transfer back by the said body corporate of all the assets which were transferredto them on 01.04.2000, together with all existing and underlying securities/charges as part of the restructuring schemeformulated by ICICI, in view of the various judicial proceedings pending at this juncture. However, the Company has beenlegally advised to deal with the above transfer back only after final disposal of the process of adjudication by the Court.

20. The Company's has not recognized Deferred Tax Assets (Net) as per Accounting Standard - 22 regarding "Accounting forTaxation" in view of consistent losses and of uncertainty regarding estimation of future profit with reasonable certainty.

21. Earning Per Shares (Rs in 000’s)

2013-14 2012-13

a) Net Profit/(Loss) after tax available for equity shareholders (58976) (58349)

b) Weighted average number of Basic Equity Shares of Rs.10/-each outstanding during the year.(No.of shares) 14900000 14900000

c) Weighted average number of Diluted Equity Shares of Rs.10/-each outstanding during the year.(No.of shares) 14900000 14900000

d) Basic Earning Per Shares (Rs) a/b (3.96) (3.92)

e) Diluted Earning Per Shares (Rs) a/c (3.96) (3.92)

22. The previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary and practicable.Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statementsand are to be read in relation to the amounts and other disclosures relating to the current year.




(FORMERLY UNIWORTH AGRO LIMITED)

UNIWORTHBIOTECHLIMITED

32

DIRECTOR'S REPORT

To the members

1. REPORT

Your Directors are pleased to present the 19th Annual Report together with the Audited Accounts forthe year ended March 31, 2014.

2. FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended March 31, 2014 is summarized below:

Particulars Amount (in `)

Profit /(loss) before Tax (67,830.18)

Tax Expenses :

Current Tax Nil

Profit /(loss) after Tax (67,830.18)

3. DIRECTORS RESPONSIBILITY STATEMENT

The Directors hereby states:

I. That in the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;

II. That the Directors had selected such accounting policies and applied them consistently and madejudgment and estimates that are reasonable and prudent so as to give a true & fair view of the stateof affairs of the Company at the end of the financial year and the profit & loss of the Company for thatperiod;

III. That the Directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safe guarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

IV. That the Directors had prepared the annual accounts on a going concern basis.

4. DIRECTORS

During the year 2013-14, Mr. P. P. Chowdhury (DIN : 01460839) has been ceased from the Board w.e.f06.03.2014.Mr. Kamal Sharma (DIN : 02946513), has been appointed as Additional Director of the Company w.e.f.31.12.2013.

5. AUDITORS'

M/s R.K.Chandak & Co, Chartered Accountants retire at the ensuing Annual General meeting and areeligible for re-appointment.

6. AUDITORS' REPORT AND NOTES TO ACCOUNTS

The Auditors' Report to the shareholders on the Accounts for the financial year ended March 31, 2014read together with Notes 1 to 13 are self-explanatory and does not call for any further clarification/explanations.

On Behalf of the Board

Place : Kolkata S. K. Rathi A. K. Ladia

Date : 14th July, 2014 Director Director

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF UNIWORTH BIOTECH LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of M/s. Uniworth Biotech Limited ("the Company")which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss for the year thenended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's management is responsible for the preparation of these financial statements that give a trueand fair view of the financial position, financial performance and cash flows of the Company in accordancewith the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act"), read with General Circular 15/2013 of Ministry of Corporate Affairs in respect of Section 133 ofthe Companies Act 2013. This responsibility includes the design, implementation and maintenance of internalcontrol relevant to the preparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the Company's preparation and fairpresentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion of the effectiveness of the company’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

a) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

b) in the case of the statement of profit and loss, of the loss for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), as amended, issued by theCentral Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexurea statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit;



33

b. In our opinion proper books of account as required by law have been kept by the Company so far asappears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report arein agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply withthe Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956,read with General Circular 15/2013 of Ministry of Corporate Affairs in respect of Section 133 of theCompanies Act 2013; and

e. On the basis of written representations received from the directors as on 31st March 2014, and taken onrecord by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from beingappointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act,1956.

Annexure to the Independent Auditors' Report

Referred to in paragraph 7 of the Independent Auditors' Report of even date to the members of UniworthBiotech Limited on the financial statements for the year ended March 31,2014.

i) a) Proper records showing full particulars, including quantitative details, situation of Fixed assets areunder up-dation.

b) Fixed assets have been physically verified by the management during the year, which in our opinionis reasonable having regard to the size of the company and the nature of its fixed assets. As informedno material discrepancies were noticed on such physical verification.

c) The Company has not disposed any of its fixed assets during the year.

ii) The Company did not have any inventory during period.

iii) a) The Company has not granted any loan ,secured or unsecured , to Companies, firms or other partiescovered in the register maintained under section 301 of the Companies Act 1956.Accordingly,clauses(iii) (b) to (iii)(d) of paragraph 4 of the Order are not applicable to the company for the current year.

b) The company has not taken any loans, secured or unsecured, from Companies, firms or other partiescovered in register maintained under section 301 of the Companies Act, 1956 . Accordingly, clauses(iii)(f)and(iii)(g) of the order are not applicable.

iv) In our opinion and according to information and explanations given to us, there are adequate internalcontrol procedures commensurate with the size of the company and the nature of its business with regardto purchase of inventory and fixed assets and for the sale of the goods. During the course of our audit, wehave not observed any major weakness in such internal control system.

v) In absence of updated records in respect to Company Law, we are unable to comment on whether anycontracts or arrangements referred to in Section 301 of the Companies Act ,1956 that need to be enteredinto the register maintained under Section 301 have been entered or not. According clause 4(v)(b) of theorder is not applicable to the Company and no further comments are made.

vi) The company has not accepted any deposit from public.

vii) The company has appointed a firm of Chartered Accountants to conduct the internal audit of the Company.The extent of internal audit is commensurate to the size and nature of the business of the company.

viii) Maintenance of Cost records as prescribed by the Central Government under section 209(1)(d) of the



34

Companies Act, 1956 are not applicable.

ix) a) Undisputed statutory dues including Provident Fund, Investor education and protection fund, EmployeesState Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty and Cesshave generally been regularly deposited with appropriate authorities.

b) According to information and explanation given to us, no undisputed amounts payable in respect ofIncome Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess were outstanding as at 31stMarch, 2014 for a period of more than six months from the date they became payable.

x) The company has accumulated losses of ` 723,598.99 at the end of the financial year and it has incurredcash loss ` 67,830.18of in the current year and has not incurred cash loss in immediately precedingfinancial year.

xi) Based on our audit procedure and as per the information and explanation given by the management, theCompany has not taken any loan from Financial Institution & Banks or issued any debentures.

xii) According to information and explanation given to us and based on the documents and records producedto us, the company has not granted loans and advances on the basis of security by way of pledge ofshares, debenture and other securities.

xiii) In our opinion the company is not a chit fund/mutual benefit fund/society. Accordingly the provision ofclause 4(xiii) of the Companies (Auditors Report), 2003 are not applicable to the Company.

xiv) In our opinion , a per information and explanations given to us and records examined by us , the Companyhas maintained proper records of the transactions and contracts relating to Investments made by theCompany. The shares held are in the name of the Company. However, the units of US 64 are not held inthe name of the Company.

xv) According to information and explanation given to us the company has not given guarantee for loan takenby others from banks or financial institution.

xvi) The Company has not raised any term loans.

xvii) According to information and explanation given to us and overall examination of the balance sheet andcash flow statement of the company we report that no funds raised on short-term basis have been usedfor long-term.

xviii) The company has not made any preferential allotment of shares to parties or companies covered in theregister maintained u/s 301of the Companies Act, 1956.

xix) The Company has not issued any debentures during the year and does not have any debentures outstandingas at the beginning of the year.

xx) The company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view of the financialstatement and as per information and explanation given by the management we report that no fraud on orby the company has been noticed or reported during the course of our audit.

For R. K. Chandak & Co.Firm Reg. No. :319248E

Chartered AccountantsBinay Sharma

Place : Kolkata PartnerDated : 14th July, 2014 MN : 065863



35



BALANCE SHEET AS AT 31ST MARCH, 2014Amount in `

As At 31st As At 31st

Particulars Note No. March, 2014 March, 2013

(Rs.) (Rs.)

EQUITY AND LIABILITIES

Shareholders’ Funds

Share Capital 1 5,00,000.00 5,00,000.00

Reserves and Surplus 2 (7,23,598.99) (6,55,768.81)

Total-a (2,23,598.99) (1,55,768.81)

Current Liabilities

Other Current Liabilities 3 7,46,92,858.90 7,46,21,458.90

Short Term Provision 4 2,920.00 2,920.00

Total-b 7,46,95,778.90 7,46,24,378.90

Total-(a+b) 7,44,72,179.91 7,44,68,610.09

ASSETS

Non Current Assets

Fixed Assets

Tangible Assets 5 98,17,585.00 98,17,585.00

Capital Work in Progress 5 5,13,38,625.00 5,13,38,625.00

Non Current Investments 6 1,40,000.00 1,40,000.00

Long Term Loans and Advances 7 1,31,09,163.00 1,31,09,163.00

Total-a 7,44,05,373.00 7,44,05,373.00

Current Assets

Cash and Bank Balances 8 13,892.91 13,237.09

Short Term Loans and Advances 9 52,914.00 50,000.00

Total-b 66,806.91 63,237.09

Total-(a+b) 7,44,72,179.91 7,44,68,610.09

Significant Accounting Policies 12 – –

Other Notes on Financial Statements 13

As per our Report of even date

For R. K. Chandak & Co For and on behalf of the BoardChartered Accountants

Binay Sharma S. K. Rathi A. K. Ladia

Partner Director DirectorFRN : 319248EMN : 065863

Place : KolkataDated : 14th July, 2014

36



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014Amount in `

Year ended Year ended

Particulars Note No. 31st March, 2014 31st March, 2013

(Rs.) (Rs.)

Other Income 10 – 50,000.00

Total Revenue – 50,000.00

Expenses

Other Expenses 11 67,830.18 34,707.00

Total expenses 67,830.18 34,707.00

Profit before tax (67,830.18) 15,293.00

Less:Current Tax – 2,920.00

Profit for the year (67,830.18) 12,373.00


Other Notes on Financial Statements 13



Binay Sharma S. K. Rathi A. K. Ladia

Partner Director DirectorFRN : 319248EMN : 065863


37



As at 31st As at 31st

Particulars March, 2014 March, 2013(Rs.) (Rs.)

1 SHARE CAPITAL

Authorised :

1,000,000 Equity Shares of `10 each 1,00,00,000.00 1,00,00,000.00

(1,000,000) Equity Shares of ` 10 each

Total 1,00,00,000.00 1,00,00,000.00

Issued, Subscribed & Paid Up :

50,000 Equity Shares of `10 each fully paid up 5,00,000.00 5,00,000.00

(50,000) Equity Shares of `10 each fully paid up

Total 5,00,000.00 5,00,000.00

1.1 The details of Shareholders holding more than 5% shares:

Name of the Shareholders As at 31st March, 2014 As at 31st March, 2013

No of Shares % held No of Shares % held

M/s Uniworth Inernational Limited 49,300 98.60 49,300 98.60

1.2 The reconciliation of the number of shares outstanding is set below:

As at As at

Particulars 31st March 2014 31st March 2013

No of Shares No of Shares

Equity Shares at the beginning of the year 50,000 50,000

Equity Shares issued during the year – –

Equity Shares bought back during the year – –

Equity Shares at the end of the year 50,000 50,000

1.3 Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one

vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the

company, after distribution of all preferential payments. The distribution will be in proportion to the number of equity shares held by the

shareholders.

As at As at

31st March, 2014 31st March, 2013

2 Reserves and Surplus

General Reserve

As per Balance Sheet (6,55,768.81) (6,68,141.81)

Add:Profit/(loss) for the year (67,830.18) 12,373.00

Closing Balance (7,23,598.99) (6,55,768.81)

Total (7,23,598.99) (6,55,768.81)

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014Amount in `

38



3 Other Current Liabilities

Advances from Holding Company 49,95,364.00 49,95,364.00

Other liabilities 6,96,97,494.90 6,96,26,094.90

Total 7,46,92,858.90 7,46,21,458.90

4 Short Term Provisions

Provision for taxation 2,920.00 2,920.00

Total 2,920.00 2,920.00





Particulars March, 2014 March, 2013

(Rs.) (Rs.)

5.1 Capital Work In Progress includes

a. Building-in Progress(Refer Note13.4) 11,27,928.00 11,27,928.00

b. Other expenses pending allocation 5,02,10,697.00 5,02,10,697.00

Net of Income (Refer Note 13.4)

Total 5,13,38,625.00 5,13,38,625.00

39

5. FIXED ASSETS

Gross Carying Amount Depreciation Net Carrying Amount

Description As at Addition Deduction/ As at As at For the Deduction/ Upto As at As at01.04.2013 Adjustments 31.03.2014 01.04.2013 Year Adjustments 31.03.2014 31.03.2014 31.03.2013

Tangible Assets

Freehold Land 80,25,082.00 – – 80,25,082.00 – – – – 80,25,082.00 80,25,082.00

Plant & Machinery 4,03,872.00 – – 4,03,872.00 72,818.00 – – 72,818.00 3,31,054.00 3,31,054.00

Electrical

Installation 91,965.00 – – 91,965.00 33,528.00 – – 33,528.00 58,437.00 58,437.00

Vehicles 10,79,077.00 – – 10,79,077.00 3,98,692.00 – – 3,98,692.00 6,80,385.00 6,80,385.00

Furnitures &

Fixtures 4,76,272.00 – – 4,76,272.00 1,15,948.00 – – 1,15,948.00 3,60,324.00 3,60,324.00

Office Equipments 4,30,667.00 – – 4,30,667.00 81,968.00 – – 81,968.00 3,48,699.00 3,48,699.00

Computers 33,760.00 – – 33,760.00 20,156.00 – – 20,156.00 13,604.00 13,604.00

Total 1,05,40,695.00 – – 1,05,40,695.00 7,23,110.00 – – 7,23,110.00 98,17,585.00 98,17,585.00

Previous Year 1,05,40,695.00 – – 1,05,40,695.00 7,23,110.00 – – 7,23,110.00 98,17,585.00 –

Capial Work in

Progress 5,13,38,625.00 5,13,38,625.00



6 Non Current Investments

Non -Trade Investment

Equity Shares fully paid up

Quoted shown at cost

24,000 Equity Shares of KGR Industries & Construction 1,20,300.00 1,20,300.00

(24,000)Limited of face value ` 10/- each

Others Trade Investment

Quoted shown at cost

Mutual Fund fully paid up (Quoted at Cost)

(1984.265)1984.265 units of US-1964 19,700.00 19,700.00

Total 1,40,000.00 1,40,000.00

Aggregate Market value of quoted Investments 1,39,700.00 1,39,700.00

7 Long Term Loans and Advances

Unsecured considered good unless otherwise stated

Loans and advances to others 1,21,95,570.00 1,21,95,570.00

Security Deposits others 9,13,593.00 9,13,593.00

Total 1,31,09,163.00 1,31,09,163.00

8 Cash and Bank Balances

Cash and cash equivalent

a. Cash on hand 968.00 968.00

b. Balance with Bank in current account 12,924.91 12,269.09

Total 13,892.91 13,237.09

9 Short Term Loans and Advances

Unsecured considered good unless otherwise stated

Others 50,000.00 50,000.00

Income Tax Paid 2,914.00 –

Total 52,914.00 50,000.00

10 Other Income

Service charges – 50,000.00

Total – 50,000.00

11 Other expenses

Auditors' Remuneration

- Audit Fees 11,236.00 11,236.00

Bank Charges 56.18 –

Travelling Expenses 10,970.00 –

Professional & Consultancy Charges 38,004.00 16,471.00

General Charges 7,564.00 7,000.00

Total 67,830.18 34,707.00




40


12. Notes to Accounts on Financial Statement ending on 31, March 2014.

12.1 Basis of Preparation

The financial Statements have been prepared to comply with all material respects with themandatory Accounting Standards (AS) notified under section 211(3 C) of the Companies Act,1956and the relevant provisions of the Companies Act, 1956.The financial statements have beenprepared under the historical cost convention on a accrual basis.

12.2 Significant Accounting Policies

a) Use of Estimate

The preparation of financial statements in conformity with Indian GAAP requires themanagement to make judgments, estimates and assumptions that affect the reported amountsof revenue, incomes, assets and liabilities and disclosures of contingent liabilities at the endof the reporting period. Although these estimates are based on the management's bestknowledge of current events and actions, uncertainty about these assumptions and estimatescould result in the outcomes requiring a material adjustment to the carrying amounts ofassets or liabilities in future periods.

b) Tangible Fixed Assets

Fixed Assets are stated at cost.

c) Depreciation on tangible fixed assets

Depreciation has been provided on Straight Line Method at the rates prescribed in ScheduleXIV to the Companies Act, 1956 (as amended) on those assets which have been put to useduring the financial year.

d) Capital work in Progress

Capital work in progress are stated at cost.

e) Investments

Investments are stated at cost.

f) Recognition of Income & Expenditure

Items of Income & Expenditure are recognized on accrual basis.

g) Taxes on Income

Current Tax is determined on the amount of tax payable in respect of taxable income for theyear. Deferred Tax liabilities/assets are reviewed as at each balance sheet date based ondevelopment during the year to reassess realization/liabilities and are accordingly provided.

h) Contingent Liabilities

Contingent liabilities are generally not provided for in the accounts and are shown separatelyin other notes on accounts.

13. Other Notes to Financial Statement for the financial year ended on 31st March 2014

13.1 Capital Commitments remaining to be executed are ` Nil.(Previous Year ` Nil)



41

13.2 Contingent liabilities not provided for are ` Nil.(Previous Year ` Nil)

13.3 Out of land acquired three parts of land measuring 8.54 acres valuing acquired by the Companyfrom IIDC are yet to be get registered in the name of the Company and hence not accounted for,however ` 35,505/- advance paid against the same has been debited to Capital work in progress.

13.4 All expenses incurred upto 31st March 2003 has been carried forward under preoperative expensespending allocation and shown under capital work in progress.The Company has shelved theproject for time being.

The details of capital work in progress in given herewith

Particulars As at 31.03.2014 As at31.03.2013` `

A) Capital work in Progress

Building 1,127,928.00 1,127,928.00

B) Preoperative expenditure pending allocation

Employee Salary & Benefits 6,819,203.00 6,819,203.00

Staff & Workers Welfare 704,794.00 704,794.00

Rent 2,177,740.00 2,177,740.00

Rates & Taxes 62,116.00 62,116.00

Stores Consumed 321,886.00 321,886.00

Insurances 86,688.00 86,688.00

Bank Charges 44,408.00 44,408.00

Postage, Telegram & Telephones 587,980.00 587,980.00

Traveling & conveyance expenses 4,935,259.00 4,935,259.00

Miscellaneous expenses 4,693,478.00 4,693,478.00

Repairs & Maintenance

-Plant & Machinery 25,155.00 25,155.00

-Others 740,814.00 740,814.00

Professional & Consultancy Charges 17,067,648.00 17,067,648.00

Research & Development Expenses 5,016,266.00 5,016,266.00

Finance Charges 6,302,787.00 6,302,787.00

Auditor's Remuneration

Audit Fees 102,900.00 102,900.00

in other capacity 5,000.00 5,000.00

Depreciation 723,751.00 723,751.00

Sundry Balances Written off 90,675.00 90,675.00

Less: Miscellaneous Income 246,454.00 246,454.00

Liability no longer required written back 51,397.00 51,397.00

Total 51,338,625.00 51,338,625.00



42

13.5 Depreciation has not been provided during the year as the assets have not been used during theyear.

13.6 The company has not recognized deferred tax assets as per Accounting Standard - 22, regarding"Accounting for Taxation" in view of losses and uncertainty regarding estimation of future profitwith reasonable accuracy.

13.7 The Company has communicated to Orissa Government and Orissa Industrial InfrastructureDevelopment Corporation of its intention of withdrawing from the project due to non-alienation ofland and has raised a claim of ` 1,27,21,156/- towards the cost of land, its development cost andcost of Building along with interest thereon etc.

13.8 Demand raised by the Income Tax Department for Assessment year 1996-97 to Assessment Year1999-2000 amounting to ` 6,36,098/- had been disputed by the Company and appeal was filedbefore Commissioner of Income Tax which was rejected by CIT and therefore an appeal was filedbefore the Tribunal on 26.12.2006.The honorable ITAT has vide its order dated 21.9.2007 hasdeleted the demand for assessment year 1996-97 for ` 4,42,630 and for assessment year1999-2000 for ` 1,64,196/-,the effect of which is yet to be given by the jurisdictional assessingofficer.

13.9 A notice for penalty u/sec. 271/274 of the Income Tax Act, 1961 has been received on 30.03.2006relating to assessment year 1996-97, 1998-99 and 1999- 2000 for an amounting to ` 525,298/-,` 4,925/- and ` 105,875/- respectively. A representation has been made before the AssessingOfficer for granting the stay against the said notice in view of the original matter pending beforethe ITAT. In view of the order dated 21.9.2007 passed by the honorable ITAT deleting the demandfor assessment year 1996-97 for ` 4,42,630 and for assessment year 1999-2000 for ` 1,64,196/-,the penalty imposed needs to be reconsidered by the Jurisdictional assessing officer.

13.10 By virtue of acquisition of 98.60% Shares of the Company by M/s Uniworth International Limited,theCompany has become the subsidiary company of M/s Uniworth International Limited.

13.11 Balances in advances & payables accounts are subject to confirmation and pending adjustment,if any.

13.12 Previous year figures have been regrouped/re-classified to conform to this year's classification.

13.13 Significant accounting policies adopted by the company are disclosed in the statement annexedto these financial statements as Note 12.



Binay Sharma S. K. Rathi A. K. LadiaPartner Director DirectorFRN : 319248EMN : 065863




43

Uniworth International LimitedCIN : L51226WB1992PLC055739

Registered Office : ‘Green Acres’, 2, Nazar Ali Lane, Flat-4A, Kolkata - 700 019

ATTENDANCE SLIP

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

DP ID* Folio No.

Client ID* No. of Shares Held

NAME AND ADDRESS OF THE SHAREHOLDER

I hereby record my presence at the 21ST ANNUAL GENERAL MEETING of the Company held at Science City, Seminar Hall, JBSHaldane Avenue, Kolkata - 700 046 on Friday, the 26th day of September, 2014 at 12.00 Noon

* Applicable for investors holding shares in electronic form.Signature of Member / Proxy



PROXY FORMForm No. MGT-11

[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): E-mail ID:

Registered address: Folio No / DP ID & Client ID:

I/We, being the member(s) of ....................................................................... shares of Uniworth International Limited, hereby appoint :

1) .................................................................................. of......................................having e-mail id......................................or failing him

2) .................................................................................. of......................................having e-mail id......................................or failing him

3) ................................................................................... of......................................having e-mail id..........................................................

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21st Annual

General Meeting of the Members of the Company will be held at Science City, Seminar Hall, JBS Haldane Avenue, Kolkata - 700 046 on

Friday, the 26th day of September, 2014 at 12.00 Noon and at any adjournment thereof in respect of such resolutions as are indicated

below:

Affix

Revenue

Stamp

Resolution Nos.

1. Adoption of Financial Statement for the year ended 31st March 2014.

2. Re-appointment of Mr. S. K. Sett, who retires by rotaion.

Signed this..............day of................2014

Signature of Shareholder(s) :

Signature of Proxyhoder(s) :

Note : (1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Companynot less than 48 hours before the commencement of the meeting.

(2) A Proxy need not be a member of the Company.

3. Re-appointment of Auditors and fixing their remuneration

4. Appointment of Mr. S. K. Rathi as an Additional Director



Phone : (033) 40061301 / 8444012233, Fax : (033) 2280-3620

ANNEXURE TO THE NOTICE DATED 29TH MAY, 2014 FOR E-VOTING AT THE ANNUAL GENERAL MEETING

TO BE HELD ON 26TH SEPTEMBER, 2014

Name & Registered Address

of the Sole / First named Shareholder :

Name(s) of Joint holder(s), if any :

Folio No. / DP ID & Client ID :

Number of Share(s) held :

Dear Shareholder,

Subject : Process and manner for availing E-voting facility

Pursuant to provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and

Administration) Rules, 2014 the Company is pleased to offer e-voting facility to the members to cast their votes

electronically on all resolutions set forth in the Notice dated 29th May, 2014 as an alternative to participation at the

21st Annual General Meeting to be held on Friday, the 26th day of September, 2014 at 12.00 Noon The Company

has engaged the services of National Securities Depository Limited (“NSDL”) to provide e-voting facilities. The

e-voting facility is available at the link https://www.evoting.nsdl.com

The electronic voting particulars are set out below :

EVEN User ID Password(E-voting event number)

The e-voting facility will be available during the following voting period :

Commencement of e-voting End of e-voting

18th September, 2014 from 9.00 A.M. IST 19th September, 2014 till 6.00 P.M. IST

Please read the instructions printed in points no. (f) of the Notes of the Notice of AGM before exercising thevote

By Order of the Board

Uniworth International Limited

S. K. Sett

Director

REGISTERED BOOK POST

If undelivered, please return to :

UNIWORTH INTERNATIONAL LIMITED‘Green Acres’2, Nazar Ali Lane, Flat-4AKolkata - 700 019

FORM B

Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange

L Nameof the Company

2. Annual Financial Statements for the Year 31st March 2014 ended

3. Type of Audit Qualification a) Note No. 17 regarding presentation of the accounts on the basis applicable to "Going Concern" although the Company's net worth has been fully eroded due to accumulated losses, including the loss for the year, for the reason as stated in the note. In the event, the Going Concern assumption is vitiated; the financial statements may require necessary adjustment.

b) Note No. 4 regarding estimated amount of Rs. 804.00 Lacs being provided during the financial year 2002-03 as Salesclaims & commissions relating to earlier years from overseas customers of the company which is pending for final settlement. The necessary adjustments for such claims & commission will be made after final settlement and obtaining necessary approval from the concerned regulatory authorities, in absence of which we are unable to express our opinion on such adjustment.

c) Note No. s(i) regarding Interest provision on borrowings from some of the banks have been made in the accounts under simple interest method at the prevailing/estimated rates applicable on such loans in absence of relevant documents/ confirmations, the impact of which can not be ascertained.

d) Note No. s(ii) regarding non receipt of confirmation in respect of Bank borrowings due to restructuring in progress book balances have been relied upon.

e) Footnote to Note NO.13 regarding interest provision on borrowlnq from some of the institutions and banks made in the accounts under simple interest method at the prevailing/estimated rates applicable on such loans in absence of relevant documents/confirmations, the impact

I " " ..,."

~. [X'~ ;:~.:~1" L.'

of which cannot be ascertained as well as the note therein regarding the

. matter of dispute between the Company and the Bankers/Creditors in connection with charging of interest payment and payment of principal

f) Note No. 9(iv). regarding foreign exchange gain amounting Rs.1499.04 Lacs arising out of export bills have not been considered in accounts due to uncertainty in realization.

g) Note No. 9(iii) regarding Overdue Export Bills amounting to Rs. 123.41 lacs outstanding for long which in our opinion are Doubtful of recovery against which no provision has been made in the Books of Accounts.

h) Note No. 11(i) regarding Claim receivable amounting to Rs. 57.21 lacs due from various banks outstanding for long which in our opinion are Doubtful of recovery against which no provision has been made in the Books of Accounts.

Impact of Para no. (a) to (d) is not ascertainable. However, had our observation made in Para no (e),(f) & (g) being considered the Profit after tax. for the year would have been Rs.728.66 lacs (as against the reported Loss figure of Rs.589.76 lacs) and Loans, Advances and Deposits would have been Rs.231.48 lacs (as against reported figure of Rs.288.69 lacs), Sundry Debtors would have been Rs. 4386.20 Lacs (as against reported figure of Rs 3,010.57 lacs), accumulated losses would have been Rs.8428.94 lacs (as against reported figure of Rs 9747.36 lacs)

4. Frequency of Qualification Yearly Draw attention to relevant notes in the The Company has adequate system of Annual Financial statements and internal controls to ensure that all assets management response to the qualification are safeguarded and protected against loss iii the Directors Report and that all transactions are authorized,

recorded and reported correctly. The systems are designed to support the reliability of the financial and other records for preparing financial statements and other data. The Statutory Auditors also discuss their comments and findings with the management as well as with the audit I committee. .. -

The Company has also regularly placed before the Board, Internal Audit Reports,

Financial Results with Provisional BalanC\0~~";:4~

• t. l'OlkJ tCi .~~! ';~:;;~'Ji.:t.~.- if

..,~::..-

Additional comments from the Board / Audit Committee chair:

5. To be signed by-CEO / l\1anaging Director/Executive/wholetime Director

Audit Committee Chairman

Sheets, Performance Review Report of various Units together with Executive Summary, Current Workings and all Current matters of commercial importance and various other information as generally required under the various Stock Exchange Listin A reements. The Audit Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company. The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken. Besides, the Committee also examines accounting, taxation and disclosure aspects of all si nificant transactions.

For Uniworth International Limited

For S S Kothari & Co. Chartered Accountants (R istrat n o. 302034E)

.~

A. tta Partner Membership No. 5634

uniworth international limited · 2014. 9. 3. · uniworth international limited notice notice is...

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