Directors Report of Unishire Urban Infra Ltd.

Mar 31, 2024

Your Directorshave pleasure in presenting the 33rd Annual Report of the Company and the Audited Accounts for the year ended March
31^stMarch, 2024

Financial Highlights

The summarized financial results of your Company are given in the table below:

(Amountin Rupees ''

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Total Revenue	5,51,48,599	1,15,55,129
Profit/(Loss) before taxation	70,39,422	(33,37,271)
Less: Tax Expense ( Income tax paid earlier year)	(4,88,693)	-
Profit/(Loss) after tax	65,50,729	(33,37,271)
Add: Balance B/F from the previous year	(3,94,05,102)	(3,60,67,812)
Balance Profit / (Loss) C/F to the next year	(2,93,61,874)	(3,94,05,102)

*previous year figures have been regrouped/rearranged wherever necessary
Review of Operation

The Total revenue stood at 5, 51, 48,599/- in Financial Year 2023-24, as against 1,15,55,128 in Financial Year 2022-23. The Profit
incurred in FY 2023-24 is 65, 50 ,729 as compared to Lossof last year which was (33,37,271).

Share Capital

The Company has 24, 35, 85,000/- Equity Share Capital for the Financial Year ended March 31, 2024.

State of the affairs of the Company

Details of State of the Company’s Affairs are given in the Management Discussion and Analysis.

Dividend & Reserves

Your Directors did not recommend any dividend for the financial year 2023-24 and not proposed to carry any amount to reserves.

Change in the nature of the business

During the year under review, there was no change in the nature of the business of the Company
Deposits

Your Company has not accepted any deposits from the public or shareholder during the year, nor has any unclaimed or unpaid deposits at
the end of the financial year 2023-24.

Number of Meetings of the Board

The Board met Five (5) times during the financial year, the details of which are given in the Corporate Governance report that forms part of
this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and
Listing Regulations

Directors Responsibility Statement

Pursuant to clause C Section 134(3),134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and
belief and according to the information and explanation obtained bythem,

a) In the preparation of the annual accounts for the financial year ended March 31st, 2024, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and make 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 March
31st, 202 4 and of the profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

d) The Directors had prepared the annual account on a going concern basis;

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

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

Committees of the Board

The Company has constituted / re-constituted various Board level committees in accordance with the requirements of the Companies Act,
2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their
composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this
Annual Report.

Nomination and Remuneration Policy

The Nomination & Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of
the Companies Act; 2013 and rules thereto stating therein the Company''s policy on Directors, payment of managerial remuneration,
Director’s qualifications, positive attributes, independence of Directors by the Nomination & Remuneration Committee reviewed by the
Board of Directors. The said policy is furnished as Annexure-I and forms part of this report.

Policy on Sexual Harassment of women at work place

The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of
acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been
constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as
well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2023 -24.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing and obligations and disclosure requirements) Regulations, 2015,
the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the directors
individually. Feedback was sought covering various aspects of the Board’s functioning such as adequacy of the composition of the Board
and its committees, Board Culture,Execution and performance of specific duties, obligations and governance and the evaluation was
carried out based on responses received from the directors.

A Separate exercise was carried out by the Nomination and Remuneration committee of the Board to evaluate the performance of
individuals Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the
Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Directors and Key Managerial Personnel

During the financial year 2023 - 2024, The Company has a well-structured Board consisting of 4 Directors and one CFO, One CEO & one
Company Secretary.

SL No.	Name	DIN/PAN	Designation
1	Akshay Kumar Jain	08814058	Managing Director
2	NikunjbhaiMukeshbhaiChoksi	03107384	Independent Director
3	Reena Jain	05210835	Independent Director
4	Nawal Kishore Chandak	07107569	Independent Director
5	Ashok Gupta	AEVPG8882K	CEO
6	Surya Bishnoi	ABCPB8255D	CFO
7	Shilpi Modi	AOXPA9359K	Company Secretary

Statement on declaration given by Independent Directors under Section 149(6)

Your Company has received declarations from all the Independent pursuant to Section 149 (7) of the Companies Act, 2013 of the
Company confirming that they meet the criteria of interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013
read with rules made there under and Regulation 16 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation s, 2015.

Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of appointment setting out in
detail, the terms of appointment, duties, responsibilities and expected time commitments. The Company Secretary briefs the Director about
their legal and regulatory responsibilities as a Director. The Directors also explained in detail the various compliances required from him to
act as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider
Trading) Regulation, 2011, the Code of Conduct of the Company and other relevant regulations. The details of familiarization are available
on Company’s website www.rajputanainvestment.com.

Auditors

Statutory Auditors

The Company Auditor M/s. Arun Jain & Associates, Chartered Accountants are being appointed as Statutory Auditors of the Company to
hold office till the conclusion of the 33rd Annual General Meeting. In this regard M/s. Arun Jain & Associates, Chartered Accountant had
submitted their written consent they are eligible and qualified to be appointed as Statutory Auditors of the Company in terms of Section
139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Secretarial Auditor

The Board has re-appointed Mrs.Rupa Gupta, Practicing Company Secretary (CP No. 11691) to Conduct Secretarial audit of the Company
for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit

Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the financial year
2023-24 forms part of the Annual Report as Annexure-II to the Board Report.

Internal Auditor

The Board has appointed M/s. DS Associate Chartered Accountants, (FRN: 317063E) as its internal auditors for the financial year 2024¬
2025 The reports of internal auditors for the financial year 2023-24are discussed in the Audit Committee Meetings.

Compliance Certificate on Corporate Governance

As required by the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the auditors’ certificate on corporate
governance is enclosed as Annexure-III to the board’s report.

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements and such internal financial controls
are adequate and are operating effectively.

Risk Management

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/ Operations of
the Company.

Corporate Governance

Report of Corporate Governance along with the certificate of the Auditors, confirming compliance of condition of Corporate Governance
as stipulated under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, forming part of the
Annual Report.

Management Discussion and Analysis

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the Listing Re gulations,
is presented in a separate section under the head “Management Discussion and Analysis” forming part of the Annual Report.

Audit Committee

The Audit committee comprises two Independent Directors, namely Mr. Naval Kishore Chandak, & Mrs. Reena Jain and one Non¬
executive Director Mr. Akshay Kumar Jain, as member of the Committee. All the recommendations made by the Audit Committee were
accepted by the Board.

Vigil Mechanism/Whistle Blower Policy

The Company has set up a Vigil Mechanism, which also incorporates a whistle blower policy in terms of the Listing Regulations. Protected
disclosures can be made by a whistle blower through e-mail or dedicated telephone no. or a letter through to the Vigilance Officer or to the
Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website
at the www.uuil.co.in

During the year under review, no protected disclosures were made by the whistle blowers.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company.

Subsidiaries

The Company does not have any Joint Ventures, Associate or Subsidiary Companies as on 31.03.2024.

Particulars of Loans, Guarantees and Investments

During the year under review, your company neither gave any Loans, guarantees nor made investments which are covered under Section
186 of the Companies Act, 2013.

Material Changes and Commitments

There were no Material Changes and Commitments affecting Financial Position between the end of financial year and Date of the Report.
Extract of Annual Return

The Annual Return in Form MGT-7 pursuant to the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies
(Management & Administration) Rules, 2014 is available on Company''s website www.uuil.co.in.

Particulars of Contracts or Arrangements with Related Parties

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed
Form AOC-2 is annexed as Annexure -IV to the Board report

Particulars of Employees and Related Disclosure

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed as Annexure-V. However, as per the
provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the Members and others entitled thereto,
excluding the disclosure on particulars of employees which is available for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

Disclosures pertaining to Remuneration and Statement showing the names of top ten employees in terms of remuneration drawn, as
required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 (as amended) is not applicable to the Company.

Conservation of Energy, Technological Absorption and Foreign Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technological absorption, foreign exchange earnings and outgo, as required under
Section 134(3)(m) is annexed as Annexure-VI to this report.

Details of Significant and Material Orders passed by the Regulators

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status an d Company’s
operations in future.

Details of Application made or proceedings pending under Insolvency and Bankruptcy Code 2016:

During the year under review there were no applications made or proceedings pending in the name of the Company under the Insolvency
and Bankruptcy Code 2016.

Details of difference between Valuation amount on one Time settlement and Valuation while availing loan from Banks and
Financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

SEBI Prevention of Insider Trading

The Board has in place a code of conduct in accordance with the provisions of SEBI (Prohibition of insider Trading) Regulations, 2015.
The code, besides other relevant matters, prohibits an insider from dealing in the shares of the Company while in possession of unpublished
price sensitive information in relation to the Company. All Directors, Senior Management Personnel, Key Managerial Personnel and other

employees having access to price sensitive information are governed by this code. During the time of declaration of Results and other
material events, the trading window is closed as per the code. There has been no violation on this front.

Listing

The equity shares of the Company are listed and traded on the Bombay Stock Exchange. The listing fees to the stock exchange for the year
2023-24 have been paid.

Registrar and Share Transfer Agent

Purva Sha registry (India) Pvt. Ltd is Company’s Registrars and Share Transfer Agent (RTA) as common agency both for physical and
demat shares, as required under the Securities Contract (Regulation) Act, 1956. The contact details of RTA forms part of the Corporate
Governance Report.

Acknowledgement

The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoters,
Shareholders, Suppliers, Customers, and other business associates, for their strong support.

For and on behalf of the Board

Unishire Urban Infra Limited

Place: Kolkata Nikunj M Choksi Akshay Kumar Jain

Date: August 24, 2024 Director Managing Director

(DIN: 03107384) (DIN: 08814058)

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Mar 31, 2015

Dear Shareholders

The behalf of the Board of Directors, it is our pleasure to present the 24th Annual Report together with the Audited Statement of Accounts of Unishire Urban Infra Limited for the year ended March 31, 2015.

Financial Performance

The summarized consolidated results of your Company are given in the table below:

Financial Year Ended Particulars 31st March, 2015 31st March, 2014

Total Income 9,798,733 67,350,860

Profit/Loss before Interest, Depreciation & Tax 1,744,116 1,769,649 (EBIT)

Finance Charges 3,048 4,034

Depreciation 856,354 857,041

Provision for Income Tax 343,027 205,611 (including for earlier years)

Net Profit/(Loss) After Tax 544,735 706,997

Profit/(Loss) brought forward from previous year 706,997 20,455

Amount Transferred consequent to scheme of merger - -

Profit/(Loss) carried to Balance Sheet 544,735 706,997

*previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations

During the year, the net revenue from operations of your company decline by 2.72 % from Rs. 912,608 to Rs. 887,762 for FY 2015, your Company's profit after tax stood at Rs.544, 735 vis-à-vis Rs. 706,997 to previous year, registering a decline of 22.95 %

Business Review/State of company's affairs

The year started with optimism but as it progressed, there were challenges of inflation, decelerating growth and worsening investment may lead to disappointment. Housing sales fell by about 30 per cent last year in seven major cities due to costlier flats and higher interest rate, Housing supply in the cities declined by about 25 per cent in 2015 as against the previous year. The decline was particularly steep in the National Capital Region adding that the slowdown was reported in the premium as well as the high-end/mid-end housing segments. The general slackness in residential sales was primarily triggered by the Affordability Index going down in certain cities, he noted. Keeping in mind subdued end-user/investor sentiments, many developers in major markets abstained from launching new projects, and instead directed their focus towards reducing the existing inventory pile-up. Many developers in major markets abstained from launching new projects, and instead directed their focus towards reducing the existing inventory pile-up.

Industry Scenario

During the year under review, your company enjoyed cordial relationship with employees at all levels.

Outlook

The Outlook for the industry and the company looks bright and new markets in the global arena are being developed by the company. The Company is also focusing on cost cutting and increased productivity to enhance its competitiveness.

Reserve

The Company proposes to carry Rs. 544,735 to reserves.

Dividend

Your Directors have not recommended any dividend for FY 2014-15

Details of Board Meeting

During the year, 6 number of Board Meeting were held, details of which are given below:

Date of Meeting No. of Directors attended the meeting

30-05-2014 4

01-07-2014 2

05-09-2014 2

30-09-2014 2

15-11-2014 4

20-01-2015 4

Capital/Finance

There was no change in the authorized and paid up share capital of the company during the FY 2014-15

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as Annexure-1

Committees of Board

The details of composition of the committees of the Board of Directors are as under:-

A. Audit Committee

SL. No. Name Chairman/Members

1 Mr. Suresh Kr Patni Member

2 Mr. Vinay K Mehta Member

3 Mrs. Reena Jain Member

The chairman will be elected as per the suggestion of other members

During the year, the committee had met on 30th May, 2014, 5th September, 2014, 30th November, 2014, 15th November, 2014 and 28th March, 2014

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the requirement of the Act, the company has established vigil mechanism. The policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the company and malpractices and events which have taken place/ suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud. Violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers

Under these circumstances as per the recommendation of Audit Committee on its meeting on 25th May, 2015 Unishire Urban Infra Ltd has no Vigil Mechanism and being a listed company Unishire Urban Infra Limited proposes to establish a Vigil Mechanism/Whistle Blower Policy and to formulate a policy for the same.

B. Nomination & Remuneration Committee

SL. No. Name Chairman/Members

1 Mr. Suresh Kr Patni Member

2 Mr. Vinay K Mehta Member

3 Mrs. Reena Jain Member

The chairman will be elected as per the suggestion of other members

During the year the committee had met on 30th May, 2014, 1st July, 2014, 23rd December, 2014 and 25th March. 2015

C. Stakeholders Relationship Committee

SL. No. Name Chairman/Members

1 Mr. Suresh Kr Patni Member

2 Mr. Pratik K Mehta Member

3 Mrs. Reena Jain Member

The chairman will be elected as per the suggestion of other members

Corporate Social Responsibility

The Company had not fall in the prescribed limit mentioned in the Companies Act, 2013 for the FY 2014-15 for constituting Corporate Social Responsibility (CSR) Committee

Details of Loans Given, Investments Made and Guarantee Given Covered U/S 186 (4) of the Companies Act, 2013

During the Financial year 2014-2015 the Company, has not given any loans, or covered under the provisions of Companies Act, 2013.

The Details of Investments made by company is given in the notes to the financial statements Director's Responsibility Statement

Pursuant to the requirement clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures

b) The Directors had selected such accounting policies and applied them consistently and make judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

d) The Directors had prepared the annual account on a going concern basis and

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

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

Statutory Auditors, their Report and notes to financial statements

In the last AGM held on 30th September, 2014 M/s, Arun Jain & Associates, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 4 years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM

Further the report of the Statutory Auditors along with notes to schedules to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

Secretarial Audit

In the terms of Section 204 of the Act and rules made there under Mrs. Manjula Poddar, Practicing Company Secretary have been appointed Secretarial Auditors of the company. The report of the Secretarial Auditors is enclosed as Annexure-II to this report. The report is self-explanatory and don't call for any further comments.

Related Party Transactions

The Company has not entered into any material related party transactions with promoters, Directors or Key Managerial Personnel, which may have potential conflict with the interest of the company at large.

Human Resources

Your Company treats it "human resource" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your company thrust is on the promotion of talent internally through job rotation and job enlargement.

Statement containing salient features of financial statements of subsidiaries

The company had not any subsidiaries, joint ventures or associate company.

Risk Management

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

Background and Context Applicability

Enterprise risk management was not mandatory according to the Companies Act, 1956. However, as per the new law, there were specific requirements that a company needs to comply with. In addition, the Board and Audit Committee have been vested with specific responsibilities in assessing the robustness of risk management policy, process and systems.

Key Compliance Requirement

Section 134: The Board of Directors report must include a statement indicating development and implementation of risk management policy for the company including identification of element of risk, if any, which in the opinion of the Board may threaten the existence of the company.

Section 177: The Audit Committee shall act in accordance with the terms of reference specified in writing by the board, which shall, inter alia, include evaluation of risk management systems.

Schedule IV: Independent Directors should satisfy themselves that systems of risk management are robust and defensible.

Risk Identification

Risk Identification is obligatory on all vertical and functional heads who with the inputs from their team members are required to report the material risks to the Chairman and Managing Director (CMD) along with their considered views and recommendations for risk mitigation.

Analysis of all the risks thus identified shall be carried out by CMD through participation of the vertical/functional heads and a preliminary report thus finalized shall be placed before the Risk and Audit Committee

The following steps to be taken to identify organization's exposure to uncertainty

a. Strategic

b. Operational

c. Financial

d. Hazard

Risk Evaluation

After risk analysis, comparison of estimated risks against organization risk criteria is required. It is to be used to make decisions about the significance of risks and whether each specific risk to be accepted or treated Risk Estimation Can be quantitative, semi quantitative or qualitative in terms of probability of occurrence and possible consequences

Risk Treatment

Treatment of risk through the process of selecting and implementing measures to mitigate risks. To prioritize risk control actions in terms of their potential to benefit the organization, risk treatment includes risk control/mitigation and extends to risk avoidance, risk transfer (insurance), risk financing, risk absorption etc. for

a. Effective and efficient operations

b. Effective internal controls

c. Compliance with laws and regulations

Risk Treatment shall be applied at all levels through carefully selected validations at each stage to ensure smooth achievement of the objective.

Integration of Risk Management Strategy

Unishire's risk management strategy is to be integrated with the overall business strategies of the organization and its mission statement to ensure that its risk management capabilities aide in establishing competitive advantage and allow management to develop reasonable assurance regarding the achievement of the company's objectives

Review

This policy shall evolve by review by the Risk and Audit Committee and the Board from time to time as may be necessary.

This policy will be communicated to all vertical/functional heads and other concerned persons of the company.

Declaration by Independent Directors

Mr. Suresh Kr Patni and Mrs. Reena Jain are independent directors on the Board of your Company. In the opinion of the Board and as confirmed by these directors, they fulfill the conditions specified in section 149 of the act and the rules made there under about their status as IDs of the company.

Remuneration Policy for Directors, Key Managerial Personnel and other employees

This policy sets out the guiding principles for the Nomination, Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

A. Terms and References:

In this policy, the following terms shall have the following meanings: "Director" means a director appointed to the Board of the company. "Key Managerial Personnel" means

- The Chief Executive Officer or the Managing Director or the Manager

- The Company Secretary

- The Whole-time Director

- The Chief Financial Officer and

Such other officer as may be prescribed under the Companies Act, 2013

B. Remuneration to Non Executive Directors

Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the committees thereof.

Significant and Material Order Passed by the Regulators

No Significant and Material Order has been received by any Regulators of your company

Internal Financial Control

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the company. An Audit of Internal Financial Control over financial reporting that is integrated with an Audit of Financial Statements. As per sub clause IV.D of clause 49 of listing agreement the role of Audit Committees of companies whose equity shares are listed includes evaluation of internal financial controls and risk management systems. Further, clause 49 requires the CEO and CFO of such companies, to certify to the Board of Directors ("the Board") that they accept responsibility for establishing and maintaining internal controls for financial reporting and they have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting.

The Companies Act, 2013 (the "2013 Act") has stated specific responsibilities on the Board of listed companies towards the company's internal financial controls and inter alia, require the Board to State that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. These changes are effective from the financial years beginning on or after 1 April, 2014. Currently many companies are assessing the impact these new requirements will have on the operations and processes of the company, including the financial reporting process.

Statutory Auditors are also required to report on the adequacy and operating effectiveness of the company's internal financial control system. The reporting by the auditors is voluntary for the year ending 31st March, 2015 and mandatory for the financial year beginning on or after 1st April, 2015

In this issue, we shall discuss the following with respect to internal financial controls:

1. Responsibility on the Board and Board reporting requirements relating to internal financial controls as introduced by the 2013 Act and the Companies (Accounts) Rules, 2014

2. Some considerations to be factored in by the Board fulfilling their duties

3. Implication to companies on auditor's reporting under section 143(3)(i) of the 2013 Act on the adequacy and operating effectiveness of controls Holding and Subsidiaries

Your company has not any Holding and Subsidiaries company.

Code of Conduct

The Board of Directors has approved the Code of Conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the company. The Code lays down the standard procedure which is expected to be followed by the Directors and Designated Employees in their business dealings and in particular on matters relating to integrity in the work place.

Prevention of Insider Trading

The Company has adopted a code of conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires re-clearance for dealing in the Company's shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in procession of unpublished price sensitive information in relation to the company and during the period when the Trading window is closed. The Board is responsible for implementation of the Code.

Directors and Key Managerial Personnel

Mr. Vinay K Mehta, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Ms Akriti Sharma, Company Secretary & Compliance Officer of the company has been resigned from the company on January 20th, 2015 and Mrs. Prachi Thirani has been appointed as compliance officer in company as per listing agreement.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

Fixed Deposits

Your Company has not accepted any deposits from public in terms of Section 58A and/or 58AA of your Companies Act, 1956

Management Discussion And Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations/performance and the future prospects of the company form part of this Annual Report.

Particulars of employees

The information required pursuant to Section 197 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding information the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo In terms of the requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the particulars with respect to "Conservation of Energy, Technologies Absorption and Foreign Exchange Earnings and Outgo" are part of the Directors Report as Annexure-A

Acknowledgement

Your Directors place on record their application for employees at all levels, who have contributed to the growth and performance of your company. Your Directors also thank the clients, vendors, bankers, shareholders and advisors of the company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on Behalf of the Board

Unishire Urban Infra Limited

Pratik K Mehta (DIN: 013806506)

Managing Director

Date: 04th September, 2015

Place: Kolkata