To The Members,
 
 The Directors have pleasure in presenting the Nineteenth Annual Report
 of your Company together with the Audited Statements of Accounts for
 the year ended March 31, 2011.
 
                                                      (Rs. in Lacs)
 
 Financial Results                        Year Ended       Year Ended
 
                                          31.03.2011       31.03.2010
 
 Income                                     13458.46           747.92
 
 Profit before Tax & extraordinary item       161.01             9.39
 
 Less : Provision for Taxation                 19.35             1.55
 
 Profit after Tax                             141.65             7.85
 
 Transfer to General Reserve                   28.33             1.57
 
 Add : Profit brought forward from 
 Previous Year                                 63.08            56.80
 
 Balance carried forward                      176.40            63.08
 
 DIVIDEND
 
 In order to conserve resources to meet the working capital
 requirements, your Directors do not propose any dividend for the year
 under review.
 
 FIXED DEPOSITS
 
 The Company has not taken any fixed deposits from public during the
 year.
 
 MANAGEMENT
 
 There is no Change in Management of the Company during the year under
 review.
 
 DIRECTORS
 
 There was a change in the Composition of Board during the year under
 review.
 
 During the year Mr. Dharampal Sharma has resigned from Board w.e.f.
 13th August 2010 and in his place Mr. Joharpal Singh has joined the
 Board on 13th August 2010 as Non- Executive, Independent Director of
 the Company.
 
 In accordance with the requirements of the Companies Act, 1956 and as
 per the provisions of Articles of Association Mr. Ashok Bothra who
 retires by rotation is eligible, offers himself for reappointment.
 
 Except Mr. Ashok Bothra himself, no other Directors are interested in
 re-appointment of Mr. Ashok Bothra.
 
 Further, non of the Directors of the Company are disqualified under
 section 274(1)(g) of the Companies Act 1956.
 
 AUDITORS
 
 The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata
 holds the office until the conclusion of ensuing Annual General
 Meeting. Your Company has received certificate from the Auditors u/s
 224(1B) of the Companies Act, 1956 to the effect that their
 reappointment if made, will be within the limit prescribed.
 
 The shareholders are requested to appoint the Auditors and fix their
 remuneration.
 
 COMMENTS ON AUDITOR''S REPORT
 
 The notes referred to in the Auditor''s Report are self explanatory and
 as such they do not call for any further explanation as required under
 section 217(3) of the Companies Act, 1956.
 
 CORPORATE GOVERNANCE
 
 Your Company follows the principles of the effective corporate
 governance practices. The Clause 49 of Listing Agreement deals with the
 Corporate Governance requirements which every publicly listed Company
 has taken steps to comply with the requirements of the revised Clause
 49 of the Listing Agreement with the Stock Exchange.
 
 A separate section on Corporate Governance forming part of the
 Directors'' Report and the certificate from the Company''s Auditors on
 Corporate Governance as stipulated in Clause 49 of the Listing
 Agreement is included in the Annual Report.
 
 INFORMATION TECHNOLOGY
 
 The Company aims to maintain a scalable computing infrastructure that
 delivers efficient and seamless services across multiple channels for
 customer convenience. In order to retain competitive edge, technology
 infrastructure has been implemented wherever necessary, in alignment
 with business requirements.
 
 COMPLIANCE
 
 The Compliance function of the Company is responsible for independently
 ensuring that operating and business units comply with regulatory and
 internal guidelines. The Compliance Department of the Company is
 continued to play a pivotal role in ensuring implementation of
 compliance functions in accordance with the directives issued by
 regulators, the Company''s Board of Directors and the Company''s
 Compliance Policy. The Audit Committee of the Board reviews the
 performance of the Compliance Department and the status of compliance
 with regulatory/internal guidelines on a periodic basis.
 
 New Instructions/guidelines issued by the regulatory authorities were
 disseminated across the Company to ensure that the business and
 functional units operate within the boundaries set by regulators and
 that compliance risks are suitably monitored and mitigated in course of
 their activities and processes. New products and process launched
 during the year were subjected to scrutiny from the Compliance
 Standpoint and proposals of financial services were screened from risk
 control prospective.
 
 HUMAN RESOURCES
 
 The Company takes pride in the commitment, competence and dedication
 shown by its employees in all areas of business. Various HR initiatives
 are taken to align the HR policies to the growing requirements of the
 business.
 
 The Company has a structured induction process and management
 development programmes to upgrade skills of managers. Objective
 appraisal systems are in place for senior management system.
 
 STATUTORY INFORMATION
 
 The Company being basically in the financial sector, requirement,
 regarding and disclosures of Particulars of conservation of energy and
 technology absorption prescribed by the rule is not applicable to us.
 
 PARTICULARS OF EMPLOYEES
 
 The relations remain cordial throughout the year between employees and
 the management
 
 The information as required by provisions of section 217(2A) of the
 Companies Act, 1956 read with the companies (Particular of employees)
 amendments rules, 1988 is reported to be NIL.
 
 Particulars under Section 217 (1) (e) of the Companies Act, 1956
 
 The Company is engaged in the business of software trading, investment
 in shares & securities and of NBFC activities hence the information
 regarding conservation of energy, Technology Absorption, Adoption and
 innovation, the information required under 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 reported to be NIL.
 
 The Company has not earned or used foreign exchange earnings/outgoings
 during the year under review.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
 the Directors
 
 confirm that:
 
 1.  In the preparation of the annuals accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 2.  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 that period.
 
 3.  The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 4.  The Directors had prepared the annual accounts on a going concern
 basis.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 Corporate Social Responsibility (CSR) is commitment of the Company to
 improve the quality of the workforce and their families and also the
 community and society at large.  The Company believes in undertaking
 business in such a way that it leads to overall development of all
 stake holders and Society.
 
 APPRECIATION
 
 The Board of Directors wishes to convey their appreciation to all the
 Company''s employees for their performance and continued support. The
 Directors would also like to thank all the Shareholders, Consultants,
 Customers, Vendors, Bankers, Service Providers, and Governmental and
 Statutory Authorities for their continued support.
 
 Kolkata, June 30, 2011                        By order of the Board
 
                       For Unisys Softwares & Holding Industries Ltd.
 
 Registered Office :
 
 75C, Park Street, Basement                   Jagdish Prasad Purohit
 
 Kolkata-700 016.                       Chairman & Managing Director