DIRECTOR’S REPORT

To

The Members

Your directors hereby present the Twenty Eight Annual Report together with Audited Accounts for the Year ending on 31st March, 2013.

FINANCIAL HIGHLIGHTS AND OPERATIONS

The Operating results for the year are as follows:

OPERATIONS

During the year under review, your Company has earned a total income of Rs. 6,89,412/- as against the previous year income of Rs. 3,99,021/- also the company has earned a Net Profit of Rs. 19,519/- as against a Net Profit of Rs. 14,386/-for the previous year.

DIRECTORS

The Company has received a notice under section 257 of the Companies Act, 1956 proposing the name of the retiring director Mr. Pattamadai Lakshmana Iyer Varadarajan to continue as director as the Board recommends the reappointment.

PUBLIC DEPOSITS

Your company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March, 2013.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption foreign exchange earning and out go as required to be disclosed in terms of section 217(1)(e) of the companies Act, 1956 read with the companies (Disclosure of particulars in the report of board of directors) Rules, 1988 is - NIL

PARTICULARS OF EMPLOYEES

There are no employees in the company whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with Company (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

 AUDITORS

The Auditors of the company M/s A. Ramachandra Rao & Co, Chartered Accountants, Hyderabad will retire on conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a Certificate from the Auditors that their appointment if made meets the requirements of Sec.224 (1)(B) of the Companies Act,1956.

 AUDITORS REPORT & REPLY TO THE COMMENTS OF THE AUDITORS:

The Board has duly examined the Statutory Auditors’ Report to the accounts, which is self explanatory. As regards the comments of the Auditors under para 9(a) of the annexure to the Independent Auditors’ Report regarding not being regular in depositing the statutory dues, the company is taking adequate steps to resolve the issues  CORPORATE GOVERNANCE

A report on Corporate Governance and a certificate from the Auditors regarding Compliance / Non- Compliance of the conditions of Corporate Governance as per Clause 49 of the Listing Agreement is attached to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956, the directors of your company states that:

i)                   In the preparation of the annual accounts for the year ended on 31st March, 2013, the applicable accounting standards have been followed and there are no material departures.

ii)                 Appropriate accounting policies have been selected and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the Profit of the Company for that period.

iii)              Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv)               That the directors had prepared the annual accounts for the financial year ended on 31st March, 2013 on a going concern basis.

DIVIDEND

As the directors wants to retain the profits for future expansion, they have not recommended any dividend for the year under review.

ACKNOWLEDGEMENTS

The board would like to acknowledge and express their grateful appreciation for the guidance and assistance received from Institutions, Banks, Shareholders and employees of the company and also for the continued support that they have extended to the company and the confidence which they reposed in the management.

Last but not the least; your Directors thank the shareholders for the confidence reposed on the management of the Company and for continued support extended by them.

                                                      For and on behalf of the Board

                                                For UNIPRO TECHNOLOGIES LTD

Place: Hyderabad.                                                              D.CHANDRA REDDY

Date : 05-09-2013                                                                 (MANAGING DIRECTOR)

REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance is given below.

 A.    MANDATORY REQUIREMENT

1.      COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE.

The company’s philosophy of corporate governance is aimed at assisting the top management of the company in the efficient conduct of its business and in meeting its obligation to its shareholders.

 Board of Directors

Composition: The present strength of the board is 3 directors.

Attendance of each Director at the Board meeting for the period ending 31-03-2013 is as follows:

.......................................................................................................................................................

Name of the                          Category of            No. of Board    %of Total      

Director                                 Directorship            meetings           Meetings      last AGM

.......................................................................................................................................................

Sri. P.L.Varadarajan              Chairman                  5                        100%                    Yes

Mr.D.Chandra Reddy          Managing Director  5                         100%                   Yes

Sri.D.Kaushik Reddy           Director                     3                        60.00%                  No

Number of other companies or committees the Director (being a Director as on the date of the Director’s report) is Director/Chairman:-

01. P.L. Varadarajan, (Chairman) and Director of

a)      Nagarjuna Institute of Software Technologies Limited

b)     Pennar Aqua Exports Limited

c)      Greesha Laboratories Pvt Ltd.

02. D.Kaushik Reddy  (Director) and Director of

a)      M/s.  Bhargav Ferro  Alloys Pvt  Ltd

 Number of Board meetings held and the dates of the board meetings

Five Board meetings were held during the year from 01-04-2012 to 31-03-2013 on the dates mentioned below:

 25.04.2012 30.07.2012 04.09.2012      27.10.2012 25.01.2013

 Remuneration to the Directors:-

A) The details of the remuneration paid to the Managing Director during the year under review i.e., 2012-2013 is Nil

 Investors/ Share holder’s grievance committee: - There is a committee and has not received any grievance during the year.

      6.  General body meetings:

Details and locations of the past three AGMs and the resolutions passed or to be passed by the postal Ballot.

 Other  Disclosures:

Disclosures on materially significant related party transactions i.e. transaction of the company of the material nature, with its promoters, the Directors or the management, their subsidiaries or relative etc., that may have potential conflict with the interest of the company at large.

There are no transactions with the companies in which the promoters are deemed to be interested.

Details of Non-compliance by the company, penalties, and strictures imposed on the company by stock exchange or SEBI or any statutory authority or any matter related to capital markets during the last three years                 -                      NIL

a.      The Company has not paid the listing fee at the Hyderabad stock exchange due to closure of Hyderabad Stock Exchange. The company has not complained some of the listing formalities of Chennai and Ahmadabad Stock Exchange along with the listing fee. There is no trading of shares in Regional Exchange in India.

b.      The company is not publishing the quarterly and Half yearly results in the Newspapers due to financial problems.

 Means of communication

    Half-yearly report sent to the household   - No.

    Quarterly results                                            No

Any website where displayed                   NO

Whether it is also displayed in

Official newspapers.                                               NO

Presentations made to institutional

Investor or to analysts                                 NOT APPLICABLE     

News papers in which results are                  No

normally published news paper

Whether Management Discussion             Yes

And Analysis is a part of the annual

Report or not.

General shareholder information                          Registered Office.

AGM:                                                             Date: 30th September 2013

Time: 11.00 A.M,     

Venue: Flat No.503B, 5th Floor,

 Maheshwari Chambers, Somajiguda

Hyderabad-500082  

Financial calendar                                        1st April, 2012 to 31st March, 2013

Date of Book closure                                   26 –09–2013 to 28-09-2013

Dividend payment dates                            NA

Listing on stock exchanges             The Madras Stock Exchange Ltd., Chennai

                                                            The Ahmedabad Stock exchange, Ahmedabad

Stock code physical                                     VIJAY-SP

HSE SCRIP ID-                                                       9132

Market price date: high & low during                  Not traded, during the financial year.

Each month in the last financial year 

Stock performance in comparison             Not applicable

To board-based indices such as

BSE Sensex, BSE 200                                                Not applicable

Share transfer system                      All transfers received are processed by the (Demat)                                                   VENTURE CAPITAL & CORPORATE INV (P) LTD

                                                                     12-10-167, Bharat Nagar,

                                                                     Hyderabad - 500018.

Dematerialization of share and liquidity.    Less than 12% shares has been

                                                                                    dematerialized

Outstanding GDRs/ADRs/warrants or               NOT APPLICABLE       NIL

Any convertible instruments conversion

Date and likely impact on equity

Address of correspondence:                              For Demat Transfer:

a) For transfer of shares and any    VENTURE CAPITAL & CORPORATE INV (P)LTD                                                               12-10-167, Bharat Nagar,

                                                                                  Hyderabad-500018.

b) Any query on the annual report, for      503/B, 5th Floor, Maheswari Chambers,

     physical transfer of shares and for         Somajiguda, Hyderabad-500082.                         

    any other correspondence                            

B. NON – MANDATORY REQUIREMENTS:

Non – mandatory requirements specified in Annexure – 3 of Corporate Governance clause 49 are yet to be implemented. However, Company intends to take steps for implementation of the same during the year

                                                      For and on behalf of the Board

                                                For UNIPRO TECHNOLOGIES LTD

Place: Hyderabad.                                                              D.CHANDRA REDDY

Date : 05-09-2013                                                                 (MANAGING DIRECTOR)

MANAGEMENT DISCUSSION AND ANALYSIS

(Forming part of Directors’ Report)

REPORT ON CORPORATE GOVERNANCE

(Forming part of Directors’ Report)

I.           COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Fairness, accountability, disclosures and transparency form the four pillars of your Company’s philosophy of Corporate Governance. Your Company strongly believes that for attaining sustainable growth in this competitive corporate world, Corporate Governance is a pre-requisite. The governance practices followed by your Company have played a vital role in its journey of continued success. Our endeavor over the years has been to strengthen the governance processes and systems attributing to constant improvisations, sustainability, and profitable growth and creating long-term value for the stakeholders.

All the procedures, policies and practices followed by your Company are based on sound governance principles.

Comprehensive disclosures, structured accountability in exercise of powers, adhering to international standards and commitment in compliance with regulations and statutes in letter as well as spirit have enabled your Company to enhance shareholder value. In fact, this has become an integral part of the way business is done. The governance practices followed by your Company are continuously reviewed and the same are benchmarked to the best governed companies.

II.       BOARD OF DIRECTORS

The Board of Directors consists of 3 Members and has failed to comply with some of the provisions of listing agreement including the composition of the Board.

The details of the Directors being appointed/ re-appointed on retirement by rotation at the ensuing Annual General Meeting, as required pursuant to Clause 49(IV)(G) of the Listing Agreement, are mentioned in the Notice to the Annual General Meeting, forming part of the Report.

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/Memberships held by them in other companies is given below. Other Directorships do not include alternate directorships, directorships of the private limited companies, section 25 companies and of companies incorporated outside India. Chairmanship/Membership of board Committees includes only Audit and shareholders/ Investor Grievances Committees.

Pecuniary relationship or transaction of the Non-executive Directors vis-à-vis the company:

None of the Non-executive Directors has any pecuniary relationship or transactions with the company.

The Board of Directors met 5 (Five) times on

1.         25.04.2012

2.         30.07.2012

3.         04.09.2012

4.         27.10.2012

5.      25.01.2013

and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

Attendance of each Director at the Board meeting for the period ending 31-03-2013 is as follows:

.......................................................................................................................................................

Name of the                          Category of            No. of Board    %of Total      

Director                                 Directorship            meetings           Meetings      last AGM

.......................................................................................................................................................

Sri. P.L.Varadarajan              Chairman                  5                        100%                    Yes

Mr.D.Chandra Reddy          Managing Director  5                         100%                   Yes

Sri.D.Kaushik Reddy           Director                     3                        60.00%                  No

.......................................................................................................................................................

Number of other companies or committees the Director (being a Director as on the date of the Director’s report) is Director/Chairman:-

01. P.L. Varadarajan, (Chairman) and Director of

d)     Nagarjuna Institute of Software Technologies Limited

e)      Pennar Aqua Exports Limited

f)       Greesha Laboratories Pvt Ltd.

02. D.Kaushik Reddy  (Director) and Director of

        M/s.  Bhargav Ferro  Alloys Pvt  Ltd

                                                                       For and on behalf of the Board

                                                                    For UNIPRO TECHNOLOGIES LTD

Place: Hyderabad                                              D.CHANDRA REDDY

Date   : 05.09.2013                                           (MANAGING DIRECTOR)

As the directors wants to retain the profits for future expansion, they have not recommended any dividend for the year under review

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE Additional information on conservation of energy, technology absorption foreign exchange earning and out go as required to be disclosed in terms of section 217(1)(e) of the companies Act, 1956 read with the companies (Disclosure of particulars in the report of board of directors) Rules, 1988 is - NIL

MANAGEMENT DISCUSSION AND ANALYSIS

(Forming part of Directors’ Report)

REPORT ON CORPORATE GOVERNANCE

(Forming part of Directors’ Report)

I.           COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Fairness, accountability, disclosures and transparency form the four pillars of your Company’s philosophy of Corporate Governance. Your Company strongly believes that for attaining sustainable growth in this competitive corporate world, Corporate Governance is a pre-requisite. The governance practices followed by your Company have played a vital role in its journey of continued success. Our endeavor over the years has been to strengthen the governance processes and systems attributing to constant improvisations, sustainability, and profitable growth and creating long-term value for the stakeholders.

All the procedures, policies and practices followed by your Company are based on sound governance principles.

Comprehensive disclosures, structured accountability in exercise of powers, adhering to international standards and commitment in compliance with regulations and statutes in letter as well as spirit have enabled your Company to enhance shareholder value. In fact, this has become an integral part of the way business is done. The governance practices followed by your Company are continuously reviewed and the same are benchmarked to the best governed companies.

II.       BOARD OF DIRECTORS

The Board of Directors consists of 3 Members and has failed to comply with some of the provisions of listing agreement including the composition of the Board.

The details of the Directors being appointed/ re-appointed on retirement by rotation at the ensuing Annual General Meeting, as required pursuant to Clause 49(IV)(G) of the Listing Agreement, are mentioned in the Notice to the Annual General Meeting, forming part of the Report.

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/Memberships held by them in other companies is given below. Other Directorships do not include alternate directorships, directorships of the private limited companies, section 25 companies and of companies incorporated outside India. Chairmanship/Membership of board Committees includes only Audit and shareholders/ Investor Grievances Committees.

Pecuniary relationship or transaction of the Non-executive Directors vis-à-vis the company:

None of the Non-executive Directors has any pecuniary relationship or transactions with the company.

The Board of Directors met 5 (Five) times on

1.         25.04.2012

2.         30.07.2012

3.         04.09.2012

4.         27.10.2012

5.         25.01.2013

and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

Attendance of each Director at the Board meeting for the period ending 31-03-2013 is as follows:

.......................................................................................................................................................

Name of the                          Category of            No. of Board    %of Total      

Director                                 Directorship            meetings           Meetings      last AGM

.......................................................................................................................................................

Sri. P.L.Varadarajan              Chairman                  9                        100%                    Yes

Mr.D.Chandra Reddy          Managing Director  9                         100%                   Yes

Sri.D.Kaushik Reddy           Director                     6                        66.66%                  No

.......................................................................................................................................................

Number of other companies or committees the Director (being a Director as on the date of the Director’s report) is Director/Chairman:-

01. P.L. Varadarajan, (Chairman) and Director of

a)      Nagarjuna Institute of Software Technologies Limited

b)     Pennar Aqua Exports Limited

c)      Greesha Laboratories Pvt Ltd.

02. D.Kaushik Reddy  (Director) and Director of

        M/s.  Bhargav Ferro  Alloys Pvt  Ltd

                                                                       For and on behalf of the Board

                                                                    For UNIPRO TECHNOLOGIES LTD

Place: Hyderabad                                              D.CHANDRA REDDY

Date   : 05.09.2013                                           (MANAGING DIRECTOR)

There are no employees in the company whose particulars are required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with Company (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956, the directors of your company states that: i) In the preparation of the annual accounts for the year ended on 31st March, 2013, the applicable accounting standards have been followed and there are no material departures. ii) Appropriate accounting policies have been selected and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the Profit of the Company for that period. iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and iv) That the directors had prepared the annual accounts for the financial year ended on 31st March, 2013 on a going concern basis.

AUDITORS REPORT & REPLY TO THE COMMENTS OF THE AUDITORS: The Board has duly examined the Statutory Auditors’ Report to the accounts, which is self explanatory. As regards the comments of the Auditors under para 9(a) of the annexure to the Independent Auditors’ Report regarding not being regular in depositing the statutory dues, the company is taking adequate steps to resolve the issues