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Auditor Report of S & T Corporation Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of S & T CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit/Loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

Note No.4 to the financial statements which indicate that the share of profit from the firms in which the company is partner is not accounted for as the books of accounts of the firms are not finalized & the effects on the financial statements have not been determined

Note No 9 to the financial statements which indicates that the company has been accounting for payments of gratuity & leave encashment as and when it is actually paid.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,2015 ("the order"), issued by the Central Government of India in terms of sub-section (11) of sec 143 of the companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

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

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under 'Report on other Legal and Regulatory Requirements' section of our report of even date of S & T Corporation Ltd for the year ended March 31, 2015.)

1. Fixed Assets

a. According to information & explanations given to us, the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. According to information & explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

2. Inventory

a. According to information & explanations given to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. According to information & explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion, according to information & explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans granted by the Company

a. According to information & explanations given to us, the following are the particulars of loans granted by the company to companies, firms and other parties covered in the register maintained under section 189 of the Companies act, 2013:

S. N. Name of Party Relationship with Company Amount (in R) Year End Balance (in R)

1 Rajyog Enterprise - loan Partner in Partnership Firm 5,73,930/- 5,73,71,930/- Account

2 Rajyog Construction - loan Partner in Partnership Firm 1,27,07,371/- 1,17,07,371/- Account

3 Rajyog Realtors - loan Partner in Partnership Firm 5,18,25,767/- 2,92,70,000/- Account

c. In our opinion, the rate of interest and other terms and conditions on which loans have been granted to companies, firm or other parties listed in the registers maintained under Section 189 of the Companies Act, 2013 are not, prima facie, prejudicial to the interest of the company.

d. Payment/Receipt of principal amount and interest on loans take/ granted are also regular.

4. Internal Control over purchase of inventory and fixed assets and for sale of goods

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. Deposits from the public

According to the information and explanation given to us, company has not accepted deposits from the public & in view of the same the provisions of section 73 to 76 of the Companies Act, 2013 and the rules framed thereunder is not applicable to the company.

6. Cost Records

According to information & explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013

7. Statutory Dues

a. According to the records of the company, the company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise duty, cess and other material statutory dues wherever it is applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding, as at 31/03/2015 for a period of more than six months from the date they became payable. According to the records of the company, there are no dues of sale tax, income-tax, customs tax/wealth-tax, excise duty/cess which have not been deposited on account of any dispute.

c. According to the information and explanations given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

8. Sick Company

In our opinion, the accumulated loss of the company is not more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year covered by our audit & in the immediately preceding financial year.

9. Default in Financial dues

In our opinion based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, bank or debenture holders in the financial year covered by our audit.

10. Guarantees for Loans

According to information & explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

11. End use of Term Loans

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no term loan funds were raised by the company.

12. Frauds

Based upon the audit procedures performed by us, to the best of our knowledge and belief according to information and explanations given by the management, no fraud on, or by the company, has been noticed or reported during the year.

For M/S. Pankaj Dalal & Associates

Chartered Accountants

FRN : 107347W

CA. Pankaj Dalal

Mumbai, Proprietor

Date : 28th May, 2015 Membership No. 041233


Mar 31, 2014

We have audited the accompanying financial statements of S & T CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014,and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September of the Ministry of Corporate Affairs 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 of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made 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 basis for our audit opinion.

As explained in note No. 11, the Share of Profit from the firms for the year under review in which the company is partner is not accounted for as the books of accounts of the firms are not finalized & the effects on the financial statements have not been determined.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements except for the effects of the matter described above give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, ofthe state of affairs of the Company as atMarch 31,2014;

(b) I n the case of the Statement Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statementon the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we reportthat:

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURES TO THE AUDITORS REPORT LTD REFERRED TO IN OUR REPORT OF EVEN DATE OF S & T CORPORATION LTD

1. Fixed Assets

a. According to information & explanations given to us, the company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. According to information & explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. Substantial part of fixed assets has not been disposed of during the year which would affect its going concern.

2. Inventory

a. According to information & explanations given to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. Accordingto information & explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. According to information & explanations given to us, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans taken / granted by the Company

a. According to information & explanations given to us, the company has not taken any loans from companies, firm and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b. The following are the particulars of loans granted by the company to companies, firms and other parties covered in the register maintained under section 301 of the Companies act, 1956:

S.N. Name of Party Relationship with Company Amount (in Rs.)

1 Rajyog Enterprise - loan Partner in Partnership Firm Account

2 Rajyog Enterprise - Partners Partner in Partnership Firm 27,000/- Contribution Towards Capital

3 Rajyog Construction - loan Partner in Partnership Firm Account

4 Rajyog Construction - Partner in Partnership Firm - 2,200/ Partners Contribution Towards Capital ''

5 Rajyog Realtors - loan Partner in Partnership Firm Account

6 Rajyog Realtors - Contri Partner in Partnership Firm 37,500/- bution Towards Capital ''

Name of Party Year End Balance (in Rs)

Rajyog Enterprise - loan Account 4,13,84,106/-

Rajyog Enterprise - Partners Contribution Towards Capital 27,000/-

Rajyog Construction - loan Account 1,27,07,371/-

Rajyog Construction - Partners Contribution Towards Capital 2,200/-

Rajyog Realtors - loan Account 5,03,00,000/-

Rajyog Realtors - Contribution Towards Capital 37,500/-

c. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firm or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

d. Payment/Receipt of principal amount and interest on loans take/granted are also regular.

4. Internal Control over purchase of inventory and fixed assets and for sale of goods In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. Transactions with parties listed u/s 301 of the Companies Act, 1956

a. Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakhs rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. Deposits from the public

According to the information and explanation given to us, company has not accepted deposits from the public & in view of the same the provisions of section 58A 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, are not applicable to the company.

7. Internal Audit System

According to information & explanations given to us, in our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. Cost Records

According to information & explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. Statutory Dues

a. According to the records of the company, the company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise duty, cess and other material statutory dues wherever it is applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding, as at 31 /03/2014 for a period of more than six months from the date they became payable.

c. According to the records of the company, there are no dues of sale tax, income-tax, customs tax/wealth-tax, excise duty/cess which have not been deposited on account of any dispute.

10. Sick Company

In our opinion, the accumulated loss of the company is not more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year covered by our audit & in the immediately preceding financial year.

11. Default in Financial dues

Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, bank or debenture holders in the financial year covered by our audit.

12. Documents in respect of loans granted

According to information & explanations given to us & based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Chitfunds/Nidhi/Mutual benefit fund/society

In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Reports) Order, 2003 are not applicable to the company.

14. Companies dealing/trading of shares and other instruments

Based on our examination of the records and evaluation of the related internal controls, in our opinion the company is not dealing/trading in shares & other securities in the financial year covered by our audit.

15. Guarantees for Loans

According to information & explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. End use of Term Loans

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no term loan funds were raised by the company.

17. Short-term & Long-term Investment

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long- term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. Preferential Allotment

According to the information and explanations given to us, the company has not made any preferential allotment of shares of parties and companies covered in the register maintained under section 301 of the Act, other than 42,00,870 equity shares of Rs. 10/- each were allotted to the shareholders of Shubh Management Consultants Pvt. Ltd. On 28/05/2012 Without payment being received in cash pursuant to scheme of amalgamation approved by high court Bombay.

19. Debentures

According to the information and explanation given to us, during the period covered by our audit report, the company has not issued any debentures.

20. End use of Public Issues

According to the information and explanation given to us, during the period covered by our audit report, the company has not raised any money byway of public issue.

21. Frauds

Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported duringthe course of our audit.

For M/S. Pankaj Dalai & Associates Chartered Accountants FRN : 107347W

CA. Pankaj Dalai Mumbai, Proprietor Date : 11 th August, 2014 Membership No. 41233


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of S & T CORPORATION LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made 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 basis for our audit opinion.

As explained in note No. 11 The Share of Profit from the firms for the year under review in which the company is partner is not accounted for as the books of accounts of the firms are not finalized & the effects on the financial statements have not been determined.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements except for the effects of the matter described above give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state ofaffairs of the Company as at March 31,2013;

(b) In the case of the Statement Profit and Loss, of the profit/ loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

2. 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 belief were necessary for the purpose of our audit;

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. Op the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURES TO THE AUDITORS REPORT

REFERRED TO IN OUR REPORT OF EVEN DATE OF S & T CORPORATION LIMITED

1. Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. According to information & explanations given to us All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. Substantial part of fixed assets has not been disposed of during the year which would affect its going concern.

2. Inventory

a. According to information & explanations given to us the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. According to information & explanations given to us the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. According to information & explanations given to us we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans taken / granted by the Com pany

a. According to information & explanations given to us The Company has not taken any loans from companies, firm and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b. The following are the particulars of loans granted by the company to companies, firms and other parties covered in the register maintained under section 301 of the companies act, 1956:

1 Rajyog Enterprise - loan Partner in Partnership Firm 5 84 61766/- 3 28 09 106/- Account

2 Rajyog Enterprise - Partners Partner in Partnership Firm 27,000/- 27,000/- Contribution Towards Capital

3 Rajyog Construction - loan Partner in Partnership Firm 2,35,44,880/- Account iii

4 Rajyog Construction - Partners Partner in Partnership Firm , Contribution Towards Capital '' ''

5 Rajyog Realtors - loan Partner in Partnership Firm 2 4,46,75,000/- Account

6 Rajyog Realtors - Contribution Partner in Partnership Firm ,7 qnn/ , Towards Capital

c. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firm or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

d. Payment/Receipt of principal amountandintereston loans take/granted are also regular.

4. Internal Control over purchase of inventory and fixed assets and for sale of goods

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. Transactions with parties listed u/s 301 of the Companies Act, 1956

a. Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakhs rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. Deposits from the public

According to the information and explanation given to us company has not accepted deposits from the public & in view of the same the provisions of section 58A, 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, are not applicable to the company.

7. Internal Audit System

According to information & explanations given to us, in our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. Cost Records

According to information & explanations given to us, The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956

9. Statutory Dues

a. According to the records of the company, the company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excised-duty, cess and other material statutory dues wherever it is applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding, as at 31/03/2013 for a period of more than six months from the date they became payable.

c. According to the records of the company, there are no dues of sale tax, income-tax, customs tax/wealth- tax, excise duty/cess which have not been deposited on account of any dispute.

10. Sick Company

In our opinion, the accumulated loss of the company is not more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year covered by our audit & in the immediately precedingfinancial year.

11. Default in Financial dues

Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, bank or debenture holders in the financial year covered by our audit.

12. Documents in respect of loans granted

Accordingto information & explanations given to us & based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Chit funds/Nidhi/Mutual benefit fund/society

In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Reports) Order, 2003 are not applicable to the company.

14. Companies dealing/trading of shares and other instruments

Based on our examination of the records and evaluation of the related internal controls, in our opinion the company is not dealing/trading in shares & other securities in the financial year covered by our audit.

15. Guarantees for Loans

According to information & explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. End use of Term Loans

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no term loan funds were raised by the company.

17. Short-term & Long-term Investment

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. Preferential Allotment

According to the information and explanations given to us, the company has not made any preferential allotment of shares of parties and companies covered in the register maintained under section 301 of the Act, other than 42,00,870 equity shares of Rs.10/- each were allotted to the shareholders of Shubh Management Consultants Pvt. Ltd. Without payment being received in cash pursuant to scheme of amalgamation approved by high court Bombay.

19. Debentures

Accordingto the information and explanation given to us, during the period covered by our audit report, the company has not issued any debentures.

20. End use of Public Issues

According to the information and explanation given to us, during the period covered by our audit report, the company has not raised any money byway of public issue.

21. Frauds

Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For M/S. Pankaj Dalai & Associates

Chartered Accountants

FRN : 107347W



CA. Pankaj Dalai

Mumbai, Proprietor

Date : 12th August, 2013 Membership No. 41233


Mar 31, 2012

We have audited the attached Balance Sheet of S & T CORPORATION LTD. As at 31 st March, 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 4s well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003. Issued by the Central Government in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. In our opinion, there was no cess payable under section 441A

vi. On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 2 74 of the Companies Act, 1956;

In our opinion and to the best of our information and according to the explanations given to us, subject to the said accounts, read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives a true 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, 2012; and

b. in the case of Profit and Loss Account of the Profit for the year ended on that date.

Re: S & T CORPRATION LTD.

Annexure Referred to in paragraph 3 of our report of even date.

1. Fixed Assets

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

2. Inventory

a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. Loans taken / granted by the Company

a. The company has not taken any loans from companies, firm and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b. The following are the particulars of loans granted by the company to companies, firms and other parties covered in the register maintained under section 301 of the companies act, 1956:

S. N. Name of Party Relationship with Company Amount (in Rs.) Year End Balance (in Rs.)

1 Victory Realtors - loan Partnership Firm 12,67,533/- 8,71,386/- Account

2 Victory Realtors - Partners Partnership Firm 12,000/- Nill Contribution Towards Capital

3 Rajyog Enterprise -loan Partnership Firm 2,26,74,118/- Account

4 Rajyog Enterprise - Partners Partnership Firm 27000/- 27000/- Contribution Towards Capital

5 Rajyog Construction- loan Partnership Firm 5,75,67,416/- 4,45,17,416/- Account

6 Rajyog Construction - Partners Partnership Firm 2,200/- 2,200/- Contribution Towards Capital b. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firm or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

4. Internal Control over purchase of inventory and fixed assets and for sale of goods

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. Transactions with parties listed u/s 301 of the Companies Act, 1956

a. Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakhs rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. Deposits from the public

In our opinion, and according to the information and explanation given to us, the provisions of section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, are not applicable to the company.

7. Internal Audit System

In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. Cost Records

The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. Statutory Dues

a. According to the records of the company, the company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excised-duty, cess and other material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding, as at 31/03/2012 for a period of more than six months from the date they became payable.

c. According to the records of the company, there are no dues of sale tax, income-tax, customs tax/wealth-tax, excise duty/cess which have not been deposited on account of any dispute..

10. Sick Company

In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year covered by our audit & in the immediately preceding financial year.

11. Default in Financial dues

Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, bank or debenture holders in the financial year covered by our audit.

12. Documents in respect of loans granted

Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Chit funds/Nidhi/Mutual benefit fund/society

In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Reports) Order, 2003 are not applicable to the company.

14. Companies dealing/trading of shares and other instruments

Based on our examination of the records and evaluation of the related internal controls In our opinion the company is not dealing trading in shares & other securities in the financial year covered by our audit.

15. Guarantees for Loans

Based on our examination of documents and records, we are of the opinion that the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. End use of Term Loans

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no term loan funds were raised by the company.

17. Short-term & Long-term Investment

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. Preferential Allotment

According to the information and explanations given to us, the company has not made any preferential allotment of shares of parties and companies covered in the register maintained under section 301 of the Act

19. Debentures

According to the information and explanation given to us, during the period covered by our audit report, the company has not issued any debentures.

20. End use of Public Issues

According to the information and explanation given to us, during the period covered by our audit report, the company has not raised any money by way of public issue.

21. Frauds

Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For M/S. Pankaj Dalai & Associates

Chartered Accountants

FRN : 107347W

CA. Pankaj Dalai

Mumbai, Proprietor

Date : 28th May, 2012 Membership No. 41233


Mar 31, 2010

1. We have audited the attached Balance Sheet of S & T CORPORATION LTD. As at 31 st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003. Issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v) In our opinion, there was no cess payable under section 441A

vi) On the basis of written representations received from the directors, as on 31 st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

5. In our opinion and to the best of our information and according to the explanations given to us, subject to the accounts give the information required by the Companies Act, 1956 in the manner so required and gives a true 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, 2010; and

b) in the case of Profitand Loss Account of the Profit for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT

Re: S & T Corporation Limited

Annexure Referred to in paragraph 3 of our report of even date. (i) Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the management during die year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of die company and die nature of its assets. No material discrepancies were noticed on such verification.

(ii) Inventories:

(a) The inventory has been physically verified during the year by the management In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of die company and the nature of its business.

(c) On the basis of our examination of die records of inventory, we are of die opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) Loans taken / granted by the Company

(a) The following are the particulars of loans taken by the company from companies, firm and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

S. N. Name of Party Relationship with Company Amount (in Rs.) Year End Balance (in Rs.)

1 Mr. Narayan K. Bhatt Director 2,00,000 2,00,000

2 Mr. Ajay S. Savai Director 20,00,000 20,00,000 3 Mr. Surendra T. Savai H U F Karta is Director of the Co. 10,00,000 10,00,000



The following are the particulars of loans granted by the company to companies, firms and other parties covered in the register maintained under section 301 of the companies act, 1956:

S. No. Name of Party Relationship with Company Amount (in Rs.) Year End Balance (in Rs.)

1 victory Realtors - loan Partnership Firm 61,53,562/- 61,53,562/- Account

2 victory Realtors - Partnership firm 12,000/- 12,000/- Partners contribution towards capital

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firm or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(iv) Internal Control over purchase of inventory and fixed assets and for sale of goods In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) Transactions with parties listed u/s 301 of the Companies Act, 1956

(a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and exceeding the value of five lakhs rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Deposits from the public

In our opinion, and according to the information and explanation given to us, the provisions of section 58A of die Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, are not applicable to die company.

(vii) Internal Audit System

In our opinion, die company has an internal audit system commensurate with the size and nature of its business.

(viii) Cost Records

The Central Government has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

(ix) Statutory Dues

(a) According to the records of the company, the company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, custom duty, excised-duty, cess and other material statutory dues applicable to it

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding, as at 31/03/2010 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sale tax, income-tax, customs tax/wealth-tax, excise duty/cess which have not been deposited on account of any dispute.

(x) Sick Company

In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred any cash losses during the financial year covered by our audit however there was a cash loss in the immediately preceding financial year.

(xi) Default in Financial dues

Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to financial institution, bank or debenture holders in the financial year covered by our audit.

(xii) Documents in respect of loans granted

Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Chit funds/Nidhi/Mutual benefit fund/society

In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Reports) Order, 2003 are not applicable to the company.

(xiv) Companies dealing/trading of shares and other instruments

Based on our examination of the records and evaluation of the related internal controls In our opinion the company is not dealing/trading in shares & other securities in the financial year covered by our audit

(xv) Guarantees for Loans

Based on our examination of documents and records, we are of the opinion that the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) End use of Term Loans

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no term ban funds were raised by the company.

(xvii) Short-term & Long-term Investment

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) Preferential Allotment According to the information and explanations given to us, the company has not made any preferential allotment of shares of parties and companies covered in the register maintained under section 301 of the Act

(xix) Debentures According to the information and explanation given to us, during the period covered by our audit report, the company has not issued any debentu res.

(xx) End useof Public Issues According to the information and explanation given to us, during the period covered by our audit report, the company has not raised any money by way of public issue.

(xxi) Frauds Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of ouraudit



For M/S. Pankaj Dalai & Associates

Chartered Accountants

CA. Pankaj Dalal

Place :Mumbai Proprietor

Membership No. 41233

Date : 31st July, 2010



 
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