Directors Report of S & T Corporation Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report of your Company for the financial year ended 31st March, 2016.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2016 is summarized below:

	Current year	Previous year
	2015-16	2014-15
Sales	6,97,167	56,49,854
Other Income	1,12,66,929	1,25,36,969
Cost of Material Sold	11,93,960	50,99,556
Stock in Trade	-	-
Administrative & Other Expenses	61,82,381	50,33,439
Depreciation & Amortization Exp.	40,38,604	76,35,811
Profit before TaX	5,49,150	4,18,016
Provision for Tax	4,75,000	6,74,572
Profit after Tax	74,150	-2,56,556

DIVIDEND

In the current year your director don''t recommend dividend this year in the interest of the company.

FUTURE OUTLOOK

Your Board had informed in the previous Board Report that the Company is in process of starting a venture in Food Industries. Your directors are pleased to inform you that, Company has decided to venture into Bakery products and have identified the products and brand name.

Currently the pilot production is going on to test the market. Very soon the formalities regarding starting a commercial production will be completed and the production will start. Your directors are very optimist about this new venture. It will be informed as and when the production will start on the BSE portal where the Stocks of the Company are listed.

DISCLOSURE RELATING TO COMPANIES PLOICY OF APPOINTEMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 30^th July, 2015 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in "Annexure [f]" to this Report.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement.

Directors:

Mr. Narayan. K. Bhatt , & Mr. Sharad. K. Sheth , directors of the Company retire at the ensuing Annual General Meeting & being eligible, offer themselves for reappointment.

PUBLIC DEPOSITS:

During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report (Annexure A).

Independent Directors Declaration

The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments & Resignations

During the year 2015-16, there were no changes in Board of Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have 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 your Company as at 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT:

At the 31^st AGM of your Company, M/s. Pankaj Dalal & Associates, Chartered Accountants (Firm Registration No. 107347W) was appointed as the Auditor to hold office till the conclusion of the 32^nd AGM of your Company.

The Board of Directors at its meeting held on 16^th August 2016, on the recommendations of the Audit Committee, in accordance with the provisions of Section 139 (8) of the Companies Act, 2013 appointed M/s. Pankaj Dalal & Associates, Chartered Accountants (Firm Registration No. 107347W) to act as the Auditor of your Company till the conclusion of Next AGM.

M/s. Pankaj Dalal & Associates, Chartered Accountants, who retire at the ensuing AGM of your Company, are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Clause 49 of the Listing Agreement, M/s. Pankaj Dalal & Associates, Chartered Accountants, have also confirmed that they were granted peer review certificate by the Peer Review Board of ICAI in February 2010 & subsequently also peer review of the firm was carried in April 2013 & follow up review is pending, fresh certificate is not been received by the firm.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Pankaj Dalal & Associates, Chartered Accountants, as the Auditors of your Company for the financial year 2015- 16 till the conclusion of the Next AGM.

The Auditors'' Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Harshad Dilip Mane, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure -

[C]" to this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure

[D]" to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Clause 49 of the Listing Agreement. During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Notes to accounts to the standalone financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure [E]" to this report.

LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company as on 31st March, 2016

Investment in Partnership Firm (details are as below mentioned)

Name of the company	Amount as at 31st March, 2016
Rajyog Enterprise	2,96,57,069/-
Rajyog Construction	8,28,592/-
Rajyog Realtors	5,53,32,500/-

There are no loans and guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued there under.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014)

As the company engaged itself in manufacturing activities as trial production during the year under report, provisions relating to technology absorption & conversion of energy are not applicable, during the year under report, there were neither earnings nor out goes in foreign exchange.

Details on internal financial controls related to financial statements

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to be reported and auctioned upon in line with the Whistle Blower Policy.

Your Company gets its standalone accounts reviewed every quarter by its Auditors.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

During the Financial Year 2015-16 company has not received any complaints regarding sexual harassment at work place.

Risk Management.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

By Order of the Board

Mumbai, Surendra T. Savai

Date : 16th August, 2016 Managing Director

---

Mar 31, 2015

The Directors have pleasure in presenting the 31st Annual Report of your Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2015 is summarized below:

Current year Previous year 2014-15 2013-14

Sales 56,49,854 167,61,840

Other Income 1,25,36,969 126,44,224

Cost of Material Sold 50,99,556 146,06,551

Stock in Trade - - Administrative & Other Expenses 50,33,439 58,98,176

Depreciation & Amortization Exp. 76,35,811 77,12,207

Profit before Tax 4,18,016 11,89,130

Provision for Tax 6,74,572 2,50,000

Profit after Tax -2,56,556 9,39,130

DIVIDEND.

Due to loss in the current year your director don't recommend dividend this year in the interest of the company.

FUTURE OUTLOOK

Your Board had informed in the previous Board Report that the Company is in process of starting a venture in Food Industries. Your directors are pleased to inform you that, Company has decided to venture into Bakery products and have identified the products and brand name.

Currently the pilot production is going on to test the market. Very soon the formalities regarding starting a commercial production will be completed and the production will start. Your directors are very optimist about this new venture. It will be informed as and when the production will start on the BSE portal where the Stocks of the Company are listed.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 5th May, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in "Annexure [f]" to this Report.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement.

Directors :

Mr. Narayan. K. Bhatt , & Mr. Sharad. K. Sheth , directors of the Company retire at the ensuing Annual General Meeting & being eligible, offer themselves for reappointment.

PUBLIC DEPOSITS:

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report (Annexure A).

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms an integral part of this Report (Annexure B) and gives detail of the overall industry structure, developments, performance and state of affairs of the Company's various businesses viz., the decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments:

Company has appointed Mr. Dhaval Ajay Savai and Ms. Trishana Ajay Savai, as an Additional Director with effect from April 25, 2015

Resignations/Retirements:

During the year Mr. Tejas J Bakhai and Mr. Rajesh B Patel directors of the company were given their resignation due to health not keeping well.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have 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 your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT :

At the 30th AGM of your Company, M/s. Pankaj Dalal & Associates, Chartered Accountants (Firm Registration No. 107347W) was appointed as the Auditor to hold office till the conclusion of the 31st AGM of your Company.

The Board of Directors at its meeting held on 28th May, 2015, on the recommendations of the Audit Committee, in accordance with the provisions of Section 139 (8) of the Companies Act, 2013 appointed M/s. Pankaj Dalal & Associates, Chartered Accountants (Firm Registration No. 107347W) to act as the Auditor of your Company till the conclusion of Next AGM.

M/s. Pankaj Dalal & Associates, Chartered Accountants, who retire at the ensuing AGM of your Company are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Clause 49 of the Listing Agreement, M/s. Pankaj Dalal & Associates, Chartered Accountants, have also confirmed that they were granted peer review certificate by the Peer Review Board of ICAI in February 2010 & subsequently also peer review of the firm was carried in April 2013 & follow up review is pending, fresh certificate is not been received by the firm.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Pankaj Dalal & Associates, Chartered Accountants, as the Auditors of your Company for the financial year 2015- 16 till the conclusion of the Next AGM.

The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Harshad Dilip Mane, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [D]" to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Notes to accounts to the standalone financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure [E]" to this Report.

LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company as on 31st March, 2015

VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014)

As the company did not engage itself in manufacturing activities during the year under report, provisions relating to technology absorption & conversion of energy are not applicable, during the year under report, there were neither earnings nor out goes in foreign exchange.

Details on internal financial controls related to financial statements

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to be reported and actioned upon in line with the Whistle Blower Policy.

Your Company gets its standalone accounts reviewed every quarter by its Auditors.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

By Order of the Board

Mumbai, Surendra T. Savai

Date : 28th May, 2015 Chairman & Managing Director

---

Mar 31, 2014

The Members,

S & T Corporation Limited

CIN No. L51900MH1984PLC033178

The Directors present herewith 30* Annual Report of your company together with Audited Accounts for the year ended 31 st March 2014. As required under the Ministry of Corporate Affairs'' General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for FY 2013-14 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956

FINANCIAL RESULTS:

Current year Previous year 2013-14 2012-13

Sales 167,61,840 85,15,478

Other Income 126,44,224 207,47,330

Cost of Material Sold 146,06,551 88,06,057

Stock In Trade - - 16,60,213

Administrative & other expenses 58,98,176 79,12,218

Depreciation &Amortization Exp 77,12,207 74,35,718

Profit before Tax 11,89,130 67,71,028

Provision for Tax 2,50,000 14,30,000

Profit after Tax 9,39,130 53,39,028

2. DIVIDEND:

Your Company is looking to venture into new business. There for your company wishes is plough back the profit into the business. There fore your director don''t recommend dividend this year in the interest of shareholders.

3. FUTURE OUTLOOK

The Company has after the merger, has been in a turnaround stage with new businesses, increased customer base and value. Company is looking towards a bright future. Now Company is looking to venture into lucrative business of food and processed foods.

4. DIRECTORS:

Mr. Tejas. H. Shah, & Mr. Ajay S. Savai, directors of the company retire at the ensuing Annual General Meeting& being eligible, offer themselves for reappointments.

5. PARTICULARS OF EMPLOYEES:

There were no employees pursuant to section 217(2A) of the companies act 1956, read with the companies (particulars of employees) rules 1975, as amended.

6. CONSERVATION OF ENERGY, TECHNOLOGY& FOREIGN EXCHANGE EARNINGS AND OUTGO.

As the company did not engage itself in manufacturing activities during the year under report, provisions relating to technology absorption & conversion of energy are not applicable, during the year under report, there were neither earnings nor outgoes in foreign exchange.

7. DIRECTORS RESPONSIBILITYSTATEMENT

As required under Section 217(2aa) of the companies Act, 1956, the Director state that:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed & that no material departures have been made from the same.

ii) That they have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true fair view of the state of affairs of the company.

iii) That they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies'' act 1956 for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

iv) That they have prepared the annual accounts on a going concern basis.

8. SECRETRIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate from practicing Company Secretary M/s Harshad Mane & Associates as require U/s 383(A) of the Company Act, 1956 as amended up to date.

9. AUDITORS

Your Directors recommend the appointment of M/S. Pankaj Dalai & Associates, Chartered Accountants whose term expire on ensuing Annual general meeting, as Statutory Auditors from the ensuing Annual General meeting till next annual general meeting and on remunerations as may be decided by the Chairman. You are requested to appointthem as auditors.

10. CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement (a) management discussion & analysis, (b) report of the directors on the practices prevalent on corporate governance in the company & (c) the Auditors certificate on compliance of mandatory requirements of corporate governance are given as an annexure to this report.

11. ACKNOWLEDGEMENT

Your directors wish to place on record their application for the efforts, hardwork, dedication and commitment put by employees at all levels as also for the valuable support by the bankers and other business.

By Order of the Board Mumbai, Surendra T. Savai

Date : 11th August, 2014 Chairman & Managing Director

---

Mar 31, 2013

To, The Members of S & T Corporation Limited

The Directors present herewith 29th Annual Report of your company together with Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

Current year Previous year 2012-13 2011-12

Sales 85,15,478 96,55,523

Other Income 207,47,330 37,59,579

Cost of Material Sold 88,06,057 83,69,940

Stock In Trade -16,60,213 -

Administrative & other expenses 153,25,518 29,61,335

Depreciation 22,418 3,412

Profit before Tax 67,71,028 20,30,415

Provision for Tax 14,30,000 4,50,000

Profit after Tax 53,39,028 15,69,368



2. DIVIDEND:

In view of past accumulated losses, your directors regret their inability to recommend any dividend.

3. FUTURE OUTLOOK: AMALGAMATION

The Company has after the merger, has been in a turnaround stage with new businesses, increased customer base and value. Company is looking towards a brightfuture.

4. DIRECTORS:

Mr Tejas J. Bakhai, Mr. Narayan K. Bhatt & Shantilal L. Chengede, directors of the company retire at the ensuing Annual General Meeting & being eligible, offer themselves for reappointments.

5. PARTICULARS OF EMPLOYEES:

There were no employees pursuantto section 217(2A) of the companies act 1956, read with the companies (particulars of employees) rules 1975, as amended.

6. CONSERVATION OF ENERGY, TECHNOLOGY& FOREIGN EXCHANGE EARNINGS AND OUTGO.

As the company did not engage itself in manufacturing activities during the year under report, provisions relating to technology absorption & conversion of energy are not applicable, during the year under report, there were neither earnings nor out goes in foreign exchange.

7. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2aa) of the companies Act, 1956, the Director state that:

i) That in the preparation of the annual accounts, the applicable accounting standards have been

ii) That they have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true fair view of the state of affairs of the company.

iii) That they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies'' act 1956 for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

iv) That they have prepared the annual accounts on a going concern basis.

8. SECRETRIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate from practicing Company Secretary M/s Harshad Mane & Associates as require U/s 383(A) of the Company Act, 1956 as amended up to date.

9. AUDITORS

Your Directors recommend the appointment of M/S. Pankaj Dalai & Associates, Chartered Accountants whose term expire on ensuing Annual general meeting, as Statutory Auditors from the ensuing Annual General meeting till next annual genera! meeting and on remunerations as may be decided by the Chairman. You are requested to appointthem as auditors.

10. CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement (a) management discussion & analysis, (b) report of the directors on the practices prevalent on corporate governance in the company & (c) the Auditors certificate on compliance of mandatory requirements of corporate governance are given as an annexure to this report.

11. ACKNOWLEDGEMENT

Your directors wish to place on record their application for the efforts, hardwork, dedication and commitment put by employees at all levels as also for the valuable support by the bankers and other business.



By Order of the Board



Mumbai, Surendra T. Savai

Date : 12th August, 2013 Chairman & Managing Director

---

Mar 31, 2012

To, The Members of S & T Corporation Limited

The Directors present herewith 28Ih Annual Report of your company together with Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS : Current year Previous year 2011-12 2010-11

Sales 96,55,523 1,39,58,194

Other Income 37,59,579 8,17,959

Cost of Material Sold 83,69,940 1,21,72,552

Administrative & other expenses 29,61,335 15,00,831

Depreciation 53,412 39,541

Profit before Tax 20,30,415 10,63,229

Provision for Tax 4,50,000 2,06,000

Profit after Tax 15,69,368 6,62,968

2. DIVIDEND:

In view of past accumulated losses, your directors regret their inability to recommend any dividend.

3. FUTURE OUTLOOK:

AMALGAMATION

The Company has completed the amalgamation with Shubh Management Consultants Private Limited. High court has approved the Scheme of amalgamation and also the petition. Company received the High court order dated 30* March 2012. The same has also been filed with Registrar of Companies as per requirement of Companies Act.

Company is now awaiting the Certificate of Approval from Registrar of Companies which it shall receive in due course.

4. DIRECTORS:

Mr. T. H. Shah, Mr. S. K. Sheth & Mr. R. B. Patel, directors of the company retire at the ensuing Annual General Meeting & being eligible, offer themselves for reappointments.

5. PARTICULARS OF EMPLOYEES:

There were no employees pursuant to section 217(2A) of the companies act 1956, read with the companies (particulars of employees) rules 1975, as amended.

6. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO.

As the company did not engage itself in manufacturing activities during the year under report, provisions relating to technology absorption & conversion of energy are not applicable, during the year under report, there were neither earnings nor outgoes in foreign exchange.

7. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2aa) of the companies Act, 1956, the Director state that:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed & that no material departures have been made from the same.

ii) That they have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true fair view of the state of affairs of the company. :

iii) That they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies' act 1956 for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

iv) That they have prepared the annual accounts on a going concern basis.

8. SECRETRIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate from practicing Company Secretary M/s Harshad Mane & Associates as require U/s 383(A) of the Company Act, 1956 as amended up to date.

9. AUDITORS

Your Directors recommend the appointment of M/S. Pankaj Dalai & Associates, Chartered Accountants whose term expire on ensuing Annual general meeting, as Statutory Auditors from the ensuing Annual General meeting till next annual general meeting and on remunerations as may be decided by the Chairman. You are requested to appoint them as auditors.

10. CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement (a) management discussion & analysis, (b) report of the directors on the practices prevalent on corporate governance in the company & (c) the Auditors certificate on compliance of mandatory requirements of corporate governance are given as an annexure to this report.

11. ACKNOWLEDGEMENT

Your directors wish to place on record their application for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support by the bankers and other business By Order of the Board

Mumbai, Surendra T. Savai

Date : 28th May, 2012 Chairman & Managing Director

---

Mar 31, 2010

The Directors present herewith 26th Annual Report of your Company together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Current year Previous year

2009-10 2008-09

Sales 6,459,024 1,516,538

Income from operating activities 5,554,992 3,598,296

Cost of Material Sold 5,631,823 1,464,406

Administrative & other expenses 1,226,547 1,039,227

Depreciation 43,439 47,494

Leaving a Profit before Taxation 5,112,207 2,563,707

Provision for taxation

Current Tax (7,90,000) (2,65,000)

Fringe Benefit Tax (0) (4,000)

Profit after Current Taxation 4,322,207 2,294,707

Adding thereto:

Brought forward from previous year (47,597,499) (49,892,206)

Net surplus after tax transferred to Balance Sheet (43,275,292) (49,892,206)



OPERATIONS:

The turnover of the Company for the year under review has increased from Rs. 1,516,538 to Rs. 6,459,024 while the earnings before Depreciation, other administrative expenses and taxation stood at Rs. 12,014,016 as against Rs. 5,114,834 in last year. The net Profit before tax for the year increased from Rs. Rs. 2,563,707 to Rs. 5,112,207. The loss carried forward to the Balance Sheet is Rs. 43,275,292.

DIVIDEND:

In view of accumulated losses, your directors regret their inability to recommend any dividend.

FUTURE OUTLOOK:

The Company since last few years has now restarted various business activities & hopeful of expanding its business activities in various fields gradually Company has also entered last year into partnership with M/s. Victory Realtors. The business of the partnership firm is to purchase, acquire & sell properties & carry out real estate development work & sell the shop/flats/premises constructed on the said properties & the same also should start generating the income in the coming years.

DIRECTORS:

Mr. Tejas Shah, Mr. Sharad Sheth & Mr. Rajesh Patel Directors of the Company retire at the ensuing Annual General Meeting & being eligible, offer themselves for reappointments.

PARTICULARS OF EMPLOYEES:

There were no employees pursuant to section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of employees) rules 1975, as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company did not engage itself in manufacturing activities during the year under report, provisions relating to technology absorption & conversion of energy are not applicable, during the year under report, there were neither earnings nor outgoes in foreign exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors state that

i. In the preparation of the annual accounts, the applicable accounting standards have been followed & that no material departures have been made from the same.

ii. They have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable &prudent so as to give a true fair view of the state of affairs of the Company.

iii. They have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company & for preventing & detecting fraud & other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate from Practicing Company Secretary M/s Anil jani & Company as required U/s 383(A) of the Companies Act, 1956 as amended up to date is annexed herewith as part of the Directors Report

AUDITORS:

M/s. Pankaj Dalai & Associates, Chartered Accountants, retire from the office of the Auditors at the conclusion of the ensuing annual general meeting & are available for appointment

ACKNOWLEDGEMENT:

Your directors wish to place on record their application for the efforts, hard work, dedication and commitment put by employees at all levels as also for the valuable support by the bankers and other business associates.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the listing agreement (a) management discussion & analysis, (b) report of the directors on the practices prevalent on corporate governance in the Company & (c) the Auditors Certificate on compliance of mandatory requirement of corporate governance are given as annexure to this report

By Order of the Board

Mumbai, Surendra T. Savai

Date : 31st July, 2010 Chairman & Managing Director