The directors are pleased to present the Twenty Third Annual Report of the company together with the Audited Financial Statement for the year ended on 31st March, 2015, as follows:

FINANCIAL SUMMARY:                                       (Rs. In Lacs)

Particulars                                        As at         As at
                                              31.03.2015    31.03.2014

Revenue from operations                        19,545.77     24,220.11

Other Income                                      170.22        319.08

Total Operational Cost                         19,334.16     23,693.61

Finance Cost                                      162.00        159.59

Depreciation                                       13.35         15.02

Tax Provision                                      66.28        219.29

Net Profit (Loss)                                 140.20        455.91

Paid-up share capital                             596.84        596.84

Net surplus in Profit & Loss                      411.91        362.68

Total Reserves & Surplus                          574.69        514.95

Being an agricultural commodity based Export Company, your company is exposed to a lot of factors both at national and international level. During the year under review the company witnessed slow demand of Indian agricultural commodities in the international market. The total exports from India for both service and commodity sector decreased in comparison to the previous year.

Despite all stiff competition, your company did fairly well in sales- domestic as well as exports. The revenue of the company stood at Rs. 19,545.77 lacs as at 31.03.2015 as against Rs. 24220.11 lacs at at 31.03.2014.

In exports, your company entered into third country exports from Bangladesh and is planning to explore the opportunities from other countries also. The management of your company will continue making its efforts towards the sound growth of the company and hope to do fairy well in FY 2015-16, except the unforeseen circumstances being usual in export business.

The domestic sales registered a growth this year as well despite several unfavorable market conditions. However, it shall energise the efforts to expand the consumer base in local market during the current year.

DIVIDEND:

With your whole hearted support and considering your Company's profitability & cash flow despite the adverse market situations, your Directors are pleased to recommend a Dividend of 10% i.e. Rs. 1/- per equity share on a face value of Rs. 10/- each on 59,53,000 equity shares fully paid-up. The proposed dividend, if approved by the members at the Annual General Meeting, will absorb a sum of Rs. 59.53 lakhs (excluding Dividend Tax) for the year ended 31st March, 2015.

RESERVES:

Your Directors proposes to transfer Rs. 10.52 Lacs to the general reserve during the year 2014-15.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review no loans or guarantees given or investment made, covered under Section 186 of the Companies Act, 2013. For details about past transactions, please refer the note No. 13 to the financial statement provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARITES:

Particulars of contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013, in the prescribed form AOC-2, is appended as Annexure 1 to the Board's Report.

DEPOSITS:

The company has not invited/accepted any public deposit whether covered under Chapter V of the Companies Act, 2013 or not and, as such, no amount of principal or interest remained unpaid or unclaimed as at the Balance Sheet date.

QUALIFICATIONS, RESERVATON OR ADVERSE REMARK OF DISCLOSURE IN AUDIT REPORTS:

There is no adverse remark or qualification or any disclaimer remark against the Company by

(a) The statutory auditor in its report.

(b) By the company secretary in practice in the secretarial audit report.

CHANGE IN THE NATURE OF BUSINESS:

The main activity of the company is export of agri commodities, spices, feed meals etc., but to strengthen the domestic market and as a part of diversification of business, company started importing of pulses during the year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no such changes/ commitments/events or material changes occurred affecting the financial position of the Company between the end of the financial year (i.e. 31.03.2015) and the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals impacting the going concern status and company's operations in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

No Company became or ceased to be subsidiary, joint venture or associate company of Unique Organics Limited during the year.

FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES:

There is no Subsidiary company/ Associate company/ Joint venture associated with the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Company is both ethically and professionally managed. It has developed an internal structure with proper hierarchy, delegation of authority and ethical values so that assets are safeguarded and the transactions are properly authorized and recorded. With reference to the financial statements, the Company has a continuous monitoring mechanism through Audit Committee, Internal Audit and multistage checking of vouchers and documents which enables the organization to maintain with the same standard of the control systems and helps them in managing any default on timely basis because of strong reporting mechanism followed by the company. The Internal Audit System of the company helps to bring out a systematic and disciplined approach to evaluate and improve the effectiveness of internal financial control.

LISTING OF SHARES:

The company's equity shares continued to be listed with Bombay Stock Exchange (BSE) which has nationwide trading terminals.

CORPORATE GOVERNANCE:

Your company has proactively been following the best practices adopted by good corporates in India. The report on Corporate Governance forms a part of this report. The Auditor's certificate on the compliance of Corporate Governance embodied in Clause 49 of the Listing Agreement is attached as Annexure 2 and forms a part of this report.

All board members have affirmed compliance with Code of Conduct under Clause 49 of the Listing Agreement and Code of Conduct on Insider Trading on annual basis.

BOARD MEETINGS:

The Board of Directors met 12 (twelve) times during the financial year 2014-15, on 21.04.2014, 07.05.2014, 23.05.2014, 12.07.2014, 02.08.2014, 30.09.2014, 20.10.2014, 21.11.2014, 28.01.2015, 02.02.2015, 16.02.2015 and 24.03.2015. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 read with rules thereunder and Listing Agreement.

COMMITTEES OF DIRECTORS:

The Board has seven committees: Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, and Share Transfer Committee & Internal Complaint Committee (ICC). All committees are formed as per prevailing laws and have proper combinations of independent and non-independent directors in composition.

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

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended in Annexure 3 to the Board's Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of complaints regarding workplace sexual harassment, received and disposed off during the year under review:

No. of complaints received: NIL

No. of complaints disposed off: N.A.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Company has constituted Nomination and Remuneration Committee (Details of which is part of Corporate Governance Report in this Annual Report) and adopted Nomination and Remuneration Policy formulated in compliance with Section 178 of the Companies Act, 2013 read with rules thereunder and Clause 49 of the Listing Agreement. The said policy includes criteria for determining qualifications, positive attributes, independence of directors and other matters provided under Sub Section 3 of the Section 178 of the Companies Act, 2013. The said policy is appended as Annexure 4 to this Report and also available on Company's website on below web-link: http://www.uniqueorganics.com/UploadFile/1435309815- Nomination%20and%20Remuneration%20Policy.pdf

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel

* Mr. Sanjay Sharma was appointed as independent director in the board meeting held on 07.05.2014 and regularized in the 22nd Annual General Meeting held on 16th July, 2014.

* Mrs. Vinita Mishra was appointed as additional director (non- executive non independent) on the board, in Board meeting held on 08.07.2015.

* During the year, Mrs. Varnita Mathur resigned from the post of Company Secretary and Compliance Officer and Ms. Aayushi Singh was appointed as Company Secretary and Compliance Officer in her place w.e.f. 07.05.2014.

* Mr. Harish Panwar (Manager Accounts) appointed as Chief Financial Officer of the Company w.e.f. 23.05.2014.

b) Declaration by an Independent Director(s)

* Company received declarations from its independent directors Shri Amardeep Singh Ahluwalia, Shri Dilip Kumar Joshi and Shri Sanjay Sharma under sub section (7) of section 149 of the Companies Act, 2013 confirming that they meet the criteria as laid down in Section 149(6) of the Companies Act, 2013 read with rules thereunder and Clause 49 of the Listing Agreement with Stock Exchange.

c) Performance Evaluation of Board and re- appointment

The company has developed and implemented a policy for formal annual evaluation. The Committee/Board shall evaluate the performance of Board, its Committees, and its individual directors including Chairman/Managing Director and Independent Directors of the Company with reference to the authority under the Policies of the Company framed in accordance with the relevant provisions of Companies Act, 2013 read with rules thereunder, Listing Agreement and based on their functions and the criteria for the evaluation of the performance as prescribed in the policy. Evaluation of Independent Directors shall be carried on by the entire Board in the same way as it is done for the Executive Directors/Non- Independent Directors of the Company except the Director getting evaluated keeping in view the inputs provided by Nomination & Remuneration Committee. The Policy on Annual Performance Evaluation of the Board, its Committee's and individual directors is appended as Annexure 5 to this report and also available on Company's wesite at below web-

link:

http://www.uniqueorganics.com/UploadFile/1435385585- Policy%20for%20Evaluation%20of%20the%20Performanc e%20of%20the%20Board%20Its%20Committee%20and% 20Individual%20Directors.pdf

Mrs. Madhu Kanodia, Director of the Company, retires at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment, in terms of provisions of Articles of Association of the Company. The Board recommends her re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, your directors hereby state that:

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

b) the directors had selected such accounting policies and applied them consistently and 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 and of the profit of the company for the year ended on that date;

c) the directors have 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 have prepared the annual accounts on a going concern basis; and

e) the directors, laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS:

M/s A.K. Meharia & Associates, Chartered Accountants, Kolkata, Statutory Auditors of the Company, hold office until the conclusion of the ensuing annual general meeting and, they being eligible, offer themselves for re-appointment. The Audit Committee and Board of Directors of the company have recommended the re-appointment of M/s. A.K. Meharia & Associates, Chartered Accountants, Kolkata, as Statutory Auditors of the company to hold office for five years tenure from the conclusion of this AGM upto the conclusion of 28th AGM (F.Y 2015-16 to F.Y. 2019-20), subject to ratification by members at every Annual General Meeting of the Company. The company has received a letter from them to the effect that their appointment, if made, would be within the limit prescribed under Section 141(3)(g) of the Companies Act, 2013 read with Rules thereunder and other provisions, if any, and that they are not disqualified for re-appointment.

SECRETARIAL AUDITOR AND REPORT:

M/s Ruchi Jain & Associates, Company Secretaries, B-37, Ahinsha Marg, Jai Jawan Colony-I, Tonk Road, Jaipur (Raj.) were appointed as Secretarial Auditor to conduct the secretarial audit of the company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The secretarial audit report for the financial year 2014-15 forms part of the Report as an Annexure 6.

AUDIT COMMITTEE:

In compliance of the provisions of Section 177 of the Companies Act, 2013 read with Rules thereunder and Clause 49 of the Listing Agreement, company has an audit committee comprising Shri Amardeep Singh Ahluwalia, independent director as Chairman of the Committee, Shri J.P Kanodia, managing director & Shri. Dilip Kumar Joshi, independent director as members. The Committee functions with the powers and responsibilities as specified in the Companies Act, 2013 read with rules thereunder, Listing Agreement and other applicable law, if any.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In compliance of the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of Listing Agreement, Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework to the directors and employees of the company a responsible and secure whistle blowing/vigil mechanism to report genuine concerns to the Chairman of the Audit Committee. And that Company hereby affirms that no personnel have been denied access to the audit committee. More details about the policy and procedure are stated in Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT POLICY/PLAN:

The Company has developed and established a risk management policy for the Company which sets out a framework for identification of elements of Risk, if any which in the opinion of the Board may threaten the existence of the Company and has devised a proper system of risk management and internal compliance and control through its Board, Audit Committee, KMP's and other Senior personnel of the Company.

SHARE CAPITAL:

There was no change in the Share Capital during the year under review as under:

a) Issue of equity shares with differential rights :

The company didn't issue any equity shares with differential rights or other securities during the year under review.

b) Issue of sweat equity shares :

The company didn't issue any Sweat equity shares during the year under review.

c) Issue of employee stock options :

The company didn't issue any ESOP during the year under review.

d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees :

Company didn't make any Scheme or Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company has constituted the Corporate Social Responsibility (CSR) Committee of Directors in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014. The brief outline of the CSR Policy, including overview of the programs/activities undertaken, the composition of the CSR

Committee, average net profit of the Company for the past three financial years, prescribed CSR expenditure and details of amount spent on CSR activities during the year have been disclosed in Annexure 7 to this Report, as mandated under the said Rules. Details about the CSR Policy and initiative taken by the Company during the year are available on Company's website on investor page under CSR menu. http://www.uniqueorganics.com/spices/csr.php

EXTRACTS OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in prescribed format (MGT- 9) is appended as Annexure 8 to the Board's Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Being focused on trading for the year under review, energy cost constituted a small proportion of the total cost and there is not much scope for energy conservation. However, pursuant to section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the requisite particulars are furnished at Annexure 9 given hereto forming part of this Report. Foreign exchange earnings and outgo are furnished as under:

DEPOSITORY SYSTEM:

In order to keep pace with the changing technology and to provide the benefits of electronic trading to our members, your company's shares are tradable compulsorily in electronic form and it established connectivity with depositories, viz. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The company also has common agency for transfer of shares both in demat and in physical form.

ACKNOWLEDGEMENT:

Your directors express their sincere thanks to Central and State Government departments, Banks, foreign buyers and customers for their cooperation and encouragement they always extended to the company and look forward for their continued support. For the continuous support and meticulous efforts of Dealers, Business Associates and employees in ensuring an all round improved operational performance, your directors wish to place on record their sincere thanks and appreciation.

                              For & on behalf of the Board of Directors
Place: Jaipur
Date: 08.07.2015
                                                           J.P. Kanodia
                                           Chairman & Managing Director
                                                          DIN: 00207554