Directors Report of SB&T International Ltd.

Mar 31, 2014

The Members of

S.B. & T INTERNATIONAL LIMITED

The Directors present with pleasure the Twenty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2014.

1. FINANCIAL RESULTS

(INR In Million)

Particulars 2013-2014 2012-2013

Gross Profit (32.08) (48.67)

Less: Depreciation 1.49 1.75

Profit before Tax (33.58) (50.41)

Provision for Tax - Current NIL NIL

Deferred NIL NIL

Profit after Tax (33.58) (50.41)

Add: Balance brought forward NIL NIL

Profit available for appropriation (33.58) (50.41)

Appropriations NIL NIL

Proposed Final Dividend NIL NIL

Corporate Dividend Tax NIL NIL

Balance carried to Balance Sheet (33.58) (50.41)

2. OPERATIONS

Turnover of the Company is INR. 126.82 million for the year ended 31st March, 2014 as compared to INR 65.27 million for the year ended 31st March, 2013.

3. DIVIDEND

In order to conserve resources, no dividend has been declared for the financial year 2013 - 2014.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

The Jewellery Industries is going through a slow down and export have shrunk and even the domestic market is witnessing a slow down.

b) SWOT ANALYSIS OF INDIAN GEMS & JEWELLERY INDUSTRY STRENGTHS:

About one million craftsmen are associated with this Industry. Their skills can be utilized for designing and making modern Jewellery.

Availability of abundance of cheap and skilled labour in India.

Presence of excellent marketing network spread across the world.

Supportive government Industrail / EXIM Policy.

WEAKNESSES:

Small firms lacking technological / export information expertise.

Low Productivity compared to labour in China, Thailand and Srilanka.

âAs the major raw material requirements need to be imported, companies normally stock huge quantities of inventory carrying costs.

OPPORTUNITIES:

The jewellery industry is growing at a whopping rate with the boom in the domestic and exports of Indian jewellery, the shining materials of India brings more sparkle to the economy.

Gems and jewellery export stands the second major foreign exchange earner for the country. India has many natural advantages to emerge as Gems & Jewellery hub of the world.

India has the largest and the best artisan force for designing and crafting the jewellery in the world. There is considerable scope of value addition in terms of capacity building at the domestic front, quality management and professionalism.

India is the world''s largest manufacturing centre for gems and jewellery and the Industry contributes over 12% to the total export earnings of the country and employs highly skilled 1.5 million workers. The gems and jewellery industry is a major exchange exchequer as major portion (around 80%) of its turnover was contributed by exports. Diamonds contribute to nearly 80% of the entire turnover and of this industry and hence many times the terms ‘gems and jewellery industry’ and ‘diamond industry’ are used as synonyms.

THREATS:

Although India currently enjoys dominance in the world''s cut and polished diamonds market, China may emerge as a viable rival, if not in the near term, certainly in the longer term. An increasing number of diamond processors from Israel and Belgium, and even India, are setting up facilities in China for a variety of reasons, according to the report on the Indian gems and jewellery industry. The primary reasons for these are:

The labour force there, like in India, is cheap and disciplined.

High economic growth in China over the past decade has resulted in a significant increase in potential consumers in the high - income segment within the country.

Quality of workmanship and technological development (technical expertise) are the other areas where the Indian industry faces a threat from China.

c) SEGMENT WISE PERFORMANCE:

The Company has two segments one is manufacturing and other is trading. The detailed reporting of segment wise performance of the Company is mentioned in Note No. B (12) of Schedule 17 of the Financial statement attached.

d) FUTURE OUTLOOK:

As industry survey stated, there has been a slowdown in the economy especially in the developed economies and it may continue for some time due to demand contraction in the developed markets such as the US and the European Union. However, very recent figures and increase in consumer confidence across globe have boosted the industry confidence and experts are hoping for quick revival of consumer demand and growth in industry. All India Gem and Jewellery Trade Federation (GJF) are targeting growth in the forthcoming financial year.

India possesses the world''s most competitive gems and jewellery market due to its low cost of production and availability of skilled labour. As per the new research report "Indian Gems and Jewellery Market - Future Prospects to 2011", highly skilled and low cost manpower, along with strong government support in the form of incentives and establishment of SEZs, has been the major driver for the Indian gems and jewellery market. The market also plays a vital role in the Indian economy as it is a leading foreign exchange earner and accounts for more than 12% of India''s total exports. Currently the Indian market remains highly fragmented, but is rapidly transforming into an organized sector.

The Indian Diamond Industry is witnessing a divergent trend in the demand for cut and polished diamonds and maintaining its Global Presence. The Jewellery Industry is also having its presence felt in the local as well as global market. The new Government and its economic policies will have an impact on the economic reforms and also on the Gem and Jewellery Industry. The Rupees / Dollar fluctuations is having a lot of impact on the performance of the industry and continues to do so in future also because the exports are linked to dollar. The overall demand in the world market is excellent but due to problems faced by the U.S. economy the demand will be sluggish until and unless there is improvement in the oil price. Revaluation of Yuan of China will have cost bearing effect in the labour market. This will open up the market for Indian Diamond and Jewellery and increase its presence. The cash flow of the company is very encouraging with the significant growth in terms of turnover as well as profitability. Currently, the industry is facing a slowdown due to global economic turmoil. But due to various government efforts and incentives coupled with private sector initiatives, the Indian gems and jewellery sector is expected to grow at a CAGR of around 14% from 2012 to 2015. At present, the Indian gems and jewellery market is dominated by the unorganized sector; however, the trend is set to change in near future with the branded jewellery market growing at an expected CAGR of more than 41% in the coming four years.

The outlook for the Industry and consequently for the Company during the current financial year is reasonably good, subject however, to the effects of prevailing disturbed scenario in the different parts of the world. The Company is putting a lot of efforts to strengthen its financial position by increasing its working capital so as to expand its operations and export business. In view of the demand for Cut and Polished Diamonds and Diamond Studded Jewellery there is a continuous growth in diamond business. There is enough potential in the Indian and Overseas market for the Companies engaged in diamond trade and export. The Company''s policy is to maintain goodwill in the market and flawless perfection at all levels. Customer''s satisfaction is the top most priority.

e) RISK MANAGEMENT:

Risk is an important element of corporate functioning and governance. Your Company has established the process of identifying, analyzing and treating risks, which could prevent the Company from effectively achieving its objectives. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management Process.

f) INTERNAL CONTROL SYSTEMS:

The Company has designed an effective Internal Control System to balance the financial, operational, compliance and other risks and explore its business opportunities at the fullest to achieve its desired objectives.

g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Turnover of the Company is Rs. 126.82 million for the year ended 31st March, 2014 as compared to Rs. 65.27 million for the year ended 31st March, 2013. Net loss for the year ended 31st March 2014 is Rs. 33.58 million against Net Loss Rs. 50.41 million for the year ended 31st March, 2013.

h) HUMAN RESOURCE - THE BIGGEST COMPETITIVE EDGE

The Company regards its human resources as one of its prime and critical resources. The Company proactively reviews policies and processes by creating a work environment which encourages initiative, provides challenges & opportunities and recognizes the performance and potentials of its employees.

Comprehensive on-going training is offered to the employees to increase their competence level and job capability. There is a strong focus on team work and team building. Employee relations continue to be cordial.

People are our most vital resources of the Company. The success or failure of the organization is directly linked to the talent of the work force that it is able to attract, retain & engage. We have created a favourable work environment that encourages innovation and meritocracy in our employees which are our greatest resource of sustainable competitive advantage.

We believe that to enhance the market presence of the Company, it is important that new personnel entering the organization are highly skilled, qualified and emotionally attached to the organization. The rollout of this initiative has been extremely well received by the target audience and also by customers, opinion leaders and the media.

In our Company the key focus has been to change the mindset from “Human resource utilization” to “Nurturing and leveraging Talent” Employee engagement remains a key focus of HR initiatives undertaken by our Company. The company helps employees to build new skills and competencies and also promotes knowledge sharing and team building. Harmonious and constructive relations between the management and workmen help to maintain a cordial work atmosphere and achieve business growth.

i) CODE OF CONDUCT

The Board of Directors has prescribed norms of ethical practices and code of conduct for the Directors of the Company. The Code of Conduct of the Company lays down the principles, values, standards and rules of behavior that guide the decisions, procedures and systems of the Company in a way that (a) it contributes to the welfare of its stakeholders, and (b) respects the rights of all constituents affected by its operations The Code of Conduct is reviewed from time to time by the Board. The Code of Conduct of the Company has also been posted on the Company''s website - www.sbtindia.com

j) CAUTIONARY STATEMENT

The statements made in this report describe the Company''s objectives, expectations and projections that may be forward looking statements. The actual results might differ materially from those expressed or implied depending on the economic conditions, government policies and other incidental factors, which are beyond the control of the Company and Management.

5. THE COMPANIES ACT, 2013

The Companies Act, 2013 (the Act) came into force as on 1st April, 2014 (in the manner, to the extent notified by the Ministry of Corporate Affairs). The Act has replaced the Companies Act, 1956 and has brought a new set of compliances for companies.

The new Legislation will facilitate greater transparency, more Disclosures and enhanced corporate governance. The Company is taking necessary steps for implementation of the provisions of the Act.

6. BOARD OF DIRECTORS

RE-APPOINTMENT/ APPOINTMENT:

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, at least two- third of our Directors shall be subject to retirement by rotation. One- third of these retiring Directors must retire from office at each Annual General Meeting , Mr. Surendrakumar Sethi will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment.

The Company has decided to appoint Ms. Rakhi Jain as a Director, liable to retire by rotation of the Company in the Annual General Meeting of the Company in respect of whom the company has received a notice under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director.

The Company has also decided to re-appoint Mr. Varij Sethi and Mr. Surendrakumar Sethi as a Managing Directors of the Company for a period of Five year and One year respectively with effect from 01st December, 2014, liable to retire by rotation.

Pursuant to the provisions of the new Companies Act, 2013 and revised Clause 49 of the Listing Agreement (effective from October 1,2014), the Company has decided the term of Independent Directors as below:

Mr. Sunilkumar Barjatiya (DIN No.02242320) and Mr. Shrance Sethi (DIN No.03230097) be and is hereby appointed as an Independent Director of the Company to hold office for 5(five) consecutive years for the term upto March 31st, 2019, not liable to retire by rotation.

7. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit from public as the Company has stopped accepting deposits w.e.f. 12th September 2003 as per the resolution passed by the Board of Directors.

Total amount of deposits as on 31st March, 2014 was Rs.50,000/- (Rupees Fifty Thousand Only). There were no outstanding or unclaimed fixed deposits as on 31st March, 2014.In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted fixed deposits during the year.

8. SUBSIDIARY COMPANY

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated 8th February, 2011 granted general exemption to the Companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the following subsidiary companies viz. (1) S. B. & T Designs Ltd. (2) Mimansa Jewellery P. Ltd. will not be attached to the Annual report. However, the aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by a member or an investor at the Registered Office of the Company or the respective subsidiary company.

9. CONSOLIDATED FINANCIAL STATEMENTS.

The Consolidated Financial Statements of SB&T International Limited and its subsidiaries Mimansa Jewellery Private Limited, SB&T Designs Limited prepared in accordance with Accounting Standard 21 is annexed.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is annexed hereto and forms part of this report.

11. PARTICULARS OF EMPLOYEES.

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) That in the preparation of the Annual Accounts for the year ended March 31,2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) That 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 the Company at the end of the financial year ended March 31,2014 and of the profit of the Company for the said year.

(iii) That the Directors have taken proper and 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 and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts for the year ended March 31,2014, on a going concern basis.

13. COST AUDIT:

The Cost Audit under Section 233B of the Companies Act, 1956 is applicable to the Company for the Financial Year 2013- 14 and accordingly Mr. Naresh Kumar Jethwani were appointed as the Cost Auditor, for the said year.

14. STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, it is proposed to appoint M/s. M. M. Dubey & Co., Chartered Accountants, Mumbai, Statutory Auditors of your Company (Firm Registration No. 30453) from the conclusion of the ensuing AGM till the conclusion of Thirtieth AGM to be held in the year 2017, subject to annual ratification by members at the Annual General Meeting.

The Auditors have confirmed that, their re-appointment, if made, would be in accordance with the Section 139 of the Companies Act, 2013 and the rules made thereunder and that they are not qualified in terms of Section 141 of the Act.

15. SECRETARIAL AUDITOR:

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as a measure of good corporate governance practice, the Board of Directors of the Company hereby appoint M/s. Pramod S. Shah & Associates (Membership No. 334), Practicing Company Secretaries, Mumbai as a Secretarial Auditors of the Company for the financial year 2014-2015 on such remuneration as may be decided by the Board in consultation with the Secretarial Auditor.

17. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 and 179(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Directors of the Company hereby appoint M/s. N. K. Suthar & Co. (Membership No.126694), Mumbai as Internal Auditors of the Company for the financial year 2014-2015 on such remuneration as may be decided by the Board in consultation with the Internal Auditor.

18. COMMITTEES OF THE BOARD:

The details of the Committees of the Board including their composition are provided in the Corporate Governance Section of this Annual Report.

Nomination and Remuneration Committee -Companies Act 2013.

Pursuant to the provisions of Section 178 of Companies Act, 2013, the Board of Directors of the Company has consented the change in nomenclature of existing Remuneration Committee to ''Nomination and Remuneration Committee'' as provided under Companies Act, 2013 and has also approved the revised terms of reference of the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 (effective from 01/04/2014).

As per the said terms of reference approved by the Board the Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Director, Key Managerial Person (KMP) and other employees. The Company''s policy on Directors appointment and remuneration and other specifications as mentioned above will be disclosed in the Boards'' Report as provided under Section 134 (3) (e) once the same is formulated by the Committee.

19. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Report on Corporate Governance is furnished as a part of the Directors’ Report and forms part of this report. Certificate from the Practicing Company Secretaries regarding compliance is annexed hereto and forms part of this report.

20. ACKNOWLEDGMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

We thank the Government of India, the Ministry of Communication and Information Technology, the State Government, various government agencies and the Government of United States of America where we have operations, for their immense support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Place: Mumbai Surendra Kumar Sethi Date: 4th September, 2014 Chairman

Registered Office: Yusuf building, 1st floor, Room No. 15, Abdulrehman street, Mumbai - 400 003.

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Mar 31, 2010

The Directors present with pleasure the Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

1 FINANCIAL RESULTS

(Rs. In Million)

2009-2010 2008-2009

Gross Profit 11.95 15.92

Less: Depreciation 2.83 3.37

Profit before Tax 9.12 12.55

Provision for Tax - Current (5.27) (6.35)

Deferred (0.14) 1.36

Fringe Benefit Tax - (0.15)

Profit after Tax 3.71 7.41

Add: Balance brought forward 41.80 36.61

Profit available for appropriation 45.51 44.02

Appropriations

Proposed Final Dividend 1.69 1.69

Corporate Dividend Tax (0.62) (0.54)

Balance carried to Balance Sheet 43.20 41.79



2. OPERATIONS

Turnover of the Company is Rs. 1286.18 Million for the year ended 31st March, 2010 as compared to Rs. 1052.31 Million for the year ended 31s1 March, 2009.

3. CAPITAL

The Paid up Capital of the Company for the financial year ended 31st March, 2010 is Rs. 168,500,000 divided into 16,850,000 shares of Rs. 10 each.

4. DIVIDEND

Your Directors recommend dividend at the rate of 1% of the paid up capital of Rs. 168,500,000/- consisting of 16,850,000 equity shares of Rs.10/- each fully paid up for the financial year ended 31st March, 2010 aggregating to Rs. 1,685,000/- and Tax on dividend of Rs. 2,86,366/-. The dividend is free of tax in the hands of the recipient.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

Diamonds, Gems and Jewellery have been a part of the Indian civilisation since its recorded history, the significance of the Gems and Jewellery industry in the Indian economic scenario is a development of the last three or four decades. In 1966-67, the export turnover of the Gems & Jewellery industry was just Rs 220 million representing a 3 per cent of total merchandise exports. However, it has now grown to become one of the leading export oriented industries in India recording an export turnover of around Rs 675 billion during 2004-05 and contributing 16 per cent of total exports, making it a significant foreign exchange earner for the country.

Gems and Jewellery form an integral part of Indian tradition. A legacy passed from one generation to another. The components of jewellery include not only traditional gold but also diamond, platinum accompanied by a variety of precious and semi-precious stones. India is one of the largest exporters of gems and Jewellery and also the diamond polishing capital

The Indian Gems & Jewellery industry is highly fragmented with a large number of domestic private sector companies. A large portion of the market is in the unorganized sector. India is gaining prominence as an international sourcing destination for high quality designer jewellary.

b) SWOT ANALYSIS OF INDIAN GEMS & JEWELLERY INDUSTRY

STRENGTHS:

About one million craftsmen are associated with this industry. Their skills can be utilized for designing and making modern Jewellery

Availability of abundance of cheap and skilled labour in India.

Presence of excellent marketing network spread across the world.

Supportive government industrial/ EXIM policy.

WEAKNESSES:

Small firms lacking technological/ export information expertise.

Low productivity compared to labour in China, Thailand and Sri Lanka.

As the major raw material requirements need to be imported, companies normally stock huge quantities of inventory resulting high inventory carrying costs.

OPPORTUNITIES:

New markets in Europe & Latin America Growing demand in South Asian & Far East countries. Industry moving from a phase of consolidation THREATS:

China, Sri Lanka and Thailands entry in small diamond segment Infrastructure bottlenecks, absence of latest technology Unusual increase in the prices of gold and rough diamonds

c) SEGMENT-WISE PERFORMANCE

Refer to Note B (12) of Schedule 20 of the financial statements attached herewith.

d) FUTURE OUTLOOK

The future scenarios for the global fashion jewelry industry, based on the recent trends, are that the mining countries will capture a huge share of the polishing sector as well. Substitutes of precious stones such as synthetic diamonds and non-precious metals will replace the precious stones. The plain gold jewelry sales will keep on declining and China and India will emerge as large retail markets.

Based on the above trends the projections for growth of jewelry industry are as follows:

The growth in sales of the industry as a whole will slow down and the world will notice the emergence of new markets. The global fashion jewelry sales will grow at the rate of 4.6% annually and is estimated to reach US $ 185 billion by 2010 and US $ 230 billion in 2015. China and India together will emerge as equivalent to the US market in 2015.

Jewellery fabrication services will also show sluggish demand and will move to new centers. The CAGR of global fashion jewelry fabrication is estimated to be 5.1% by 2015. China and India will be the new centers for jewelry fabrication.

Lowering margins in profit and debt levels in the industry will help to build up the fashion jewelry industry.

By the year 2015, the fashion jewelry industry will witness the emergence of a number of giant markets, which will be the industry leaders of the future.

The future of fashion jewellery industry lies in the developing countries and primarily China and India. The African countries producing raw materials will also benefit from the expansion of these markets. Thus on the whole the future for the industry is bright but still certain steps need to be taken by the key players to increase supply of raw materials and reform the supply chain.

e) RISK MANAGEMENT

The company considers risk management to be one of the most critical components of its business framework. During the year, risk management systems were further strengthened and fine-tuned to effectively manage the risks confronted by the company. Similarly, well-established and documented systems and procedures provide defence against the operational risk. The Company assesses the risk on quarterly basis.

f) INTERNAL CONTROLS

The Company has in place adequate system of internal control. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

The Companys internal control systems governed by well framed policies and guidelines is supplemented by well-established audit processes that assists management in identifying issues and associated risks and ensure that all assets are safeguarded and protected against any loss.

Internal audit, an independent appraisal function, examines and evaluates the adequacy and effectiveness of the internal control systems, appraises periodically about activities and audit findings to the Audit Committee, statutory auditors and the management.

g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Turnover of the Company is Rs. 1286.18 Million for the year ended 31st March, 2010 as compared to Rs. 1052.31 Million for the year ended 31st March, 2009. Net Profits after Tax has decreased from Rs. 7.41 Million for the year ended 31st March 2009 to Rs. 3.71 Million for the year ended 31st March, 2010.

h) HUMAN RESOURCE-THE BIGGEST COMPETITIVE EDGE

The Company regards its human resources as one of its prime and critical resources. The Company proactively reviews policies and processes by creating a work environment which encourages initiative, provides challenges & opportunities and. recognises the performance and potentials of its employees.

Comprehensive on-going training is offered to the employees to increase their competence level and job capability. There is a strong focus on team work and team building. Employee relations continue to be cordial.

People are our most vital resources of the Company. The success or failure of the organization is directly linked to the talent of the work force that it is able to attract, retain & engage. We have created a favourable work environment that encourages innovation and meritocracy in our employees which are our greatest resource of sustainable competitive advantage.

In our Company the key focus has been to change the mindset from "Human resource utilization" to "Nurturing and leveraging Talent" Employee engagement remains a key focus of HR initiatives undertaken by our Company. The company helps employees to build new skills and competencies and also promotes knowledge sharing and team building. Harmonious and constructive relations between the management and workmen help to maintain a cordial work atmosphere and achieve business growth.

i) CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct setting out the rules, ethical codes and honor codes outlining the responsibilities of or proper practices for the Directors and the Company. The Code of Conduct of the Company lays down the principles, values, standards and rules of behavior that guide the decisions, procedures and systems of the Company in a way that (a) it contributes to the welfare of its stakeholders, and (b) respects the rights of all constituents affected by its operations The Code of Conduct is reviewed from time to time by the Board.

The Code of Conduct of the Company has also been posted on the Companys website - www.sbtindia.com

j) CAUTIONARY STATEMENT

The statements made in this report describe the Companys objectives, expectations and projections that may be forward looking statements. The actual results might differ materially from those expressed or implied depending on the economic conditions, government policies and other incidental factors, which are beyond the control of the Company and Management.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vivek Tharaney and Mr. Sunil Barjatiya, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

7. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit from public as the Company has stopped accepting deposits w.e.f. 12th September 2003 as per the resolution passed by the Board of Directors. Total amount of deposits as on 31st March, 2010 was Rs.94,000 /- (Rupees Ninety Four Thousand Only). There were no outstanding or unclaimed fixed deposits as on 31st March, 2010.

8. SUBSIDIARY COMPANY

In accordance with Section 212 of the Companies Act, 1956, the audited statement of accounts of the Companys subsidiaries SB&T Holding Limited, Mimansa Jewellery Private Limited, Soft Touch Jewelers LLC, SB&T Designs Limited and SB&T (UK) Limited together with Reports of the Directors and Auditors thereon for the year ended 31st March, 2010 are annexed hereto and form part of this report.

9. CONSOLIDATED FINANCIAL STATEMENTS.

The Consolidated Financial Statements of SB&T International Limited and its subsidiaries SB&T Holding Limited, Mimansa Jewellery Private Limited, Soft Touch Jewelers LLC, SB&T Designs Limited and SB&T (UK) Limited prepared in accordance with Accounting Standard 21 is annexed.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) A rule, 1988 is annexed hereto and forms part of this report.

11. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that.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 the Company at the end of the financial year ended March 31, 2010 and of the profit of the Company for that year.

(iii) that the Directors have taken proper and 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 and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year ended March 31, 2010, on a going concern basis.

COST AUDIT

The company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

AUDITORS

M/s. M. M. Dubey & Co., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

CORPORATE GOVERNANCE

Report on Corporate Governance is furnished as a part of the Directors Report and forms part of this report. Certificate from the Companys Auditors regarding compliance is annexed hereto and forms part of this report.

PERSONNEL

Your Directors place on record their appreciation to the sincere and dedicated services put in by the employees of the Company at all the levels and in all the departments of the Company.

BANKERS

The Directors place on record their appreciation for the support and co-operation received from all the Bankers.



For and on behalf of the Board of Directors

Place : Mumbai Surendra Kumar Sethi

Date : September 08, 2010 Chairman

Registered Office:

138, Shreeji Chambers, First Floor,

Tata Road No. 2, Opera House,

Mumbai - 400 004

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Mar 31, 2009

The Directors present with pleasure the Twenty Second Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2009.

1. FINANCIAL RESULTS (Rs. In Million) 2008-2009 2007-2008

Gross Profit 15.92 31.13

Less: Depreciation 3.37 3.72 Profit before Tax 12.55 27.41

Provision for Tax - Current (6.35) (11.14)

Deferred 1.36 (1.23)

Fringe Benefit Tax (0.15) (0.23)

Profit after Tax 7.41 14.81

Add: Balance brought forward 36.61 31.42

Profit available for appropriation 44.02 46.23

Appropriations

Proposed Final Dividend (1.69) (8.18)

Corporate Dividend Tax (including interest) (0.54) (1.44)

Balance carried to Balance Sheet 41.79 36.61



2. OPERATIONS

Turnover of the Company is Rs. 1052.31 Million for the year ended 31st March, 2009 as compared to Rs. 944.95 Million for the year ended 31s1 March, 2008.

3. CAPITAL.

The Company allotted 5, 00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 30/- per share on 15th April, 2008. Subsequently the paid up share capital of the Company has increased to Rs. 168,500,000/-

4. DIVIDEND

Your Directors recommend dividend at the rate of 1 % of the paid up capital of Rs 168,500,000/- consisting of 16,850,000 equity shares of Rs 10/- each fully paid up for the financial year ended 31st March, 2009 aggregating to Rs 1,685,000/- and tax on dividend of Rs. 286,366/- The dividend is free of tax in the hands of the recipients.

5. EXTENSION FOR HOLDING ANNUAL GENERAL MEETING:

There was a change in the Accounting Software of the Company in the month of March 2009. Hence, due to technical reasons, there had been a delay to migrate the data to the new Software and the Companys Annual Accounts have been delayed. Thus, the Company had applied for Extension of its Annual General Meeting. The Company filed the necessary documents and forms with the Registrar of Companies and the approval was granted upto December 31, 2009 by a letter dated September 17, 2009.

6. FORFEITURE OF 18,00,000 EQUITY SHARE WARRANTS

In terms of resolution approved in the meeting of the Board of Directors of the Company held on 17th December 2007 and in the Extraordinary General Meeting of its members held on 9th January, 2008, the Company had issued 18 lacs Equity Share Warrants @ Rs. 40/- each on preferential basis on 4th April, 2008, with an option of its subsequent conversion into same number of Equity shares. But, the 10% upfront money received on issuance of Equity Share Warrants have been forfeited due to the non-exercise of the said option by the warrant holders.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of SB&T International Limited and its subsidiaries SB&T Holding Limited, Mimansa Jewellery Private Limited, Soft Touch Jewelers LLC, SB&T Designs Limited and SB&T (UK) Limited prepared in accordance with Accounting Standard 21 is annexed.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rule, 1988 is annexed hereto and forms part of this report.

13. PARTICULARS OF EMPLOYEES

Since none of the employees of the Company was drawing remuneration in excess of limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, details therewith are not furnished.

14. DIRECTORSRESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2009; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 the Company at the end of the financial year ended March 31, 2009 and of the profit of the Company for that year.

(iii) that the Directors have taken proper and 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 and for preventing and detecting fraud and other irregularities

(iv) that the Directors have prepared the Annual Accounts for the year end March 31, 2009, on a going concern basis.

15. COST AUDIT

The Company is not required to undertake the cost audit as required undo Section 233 B of the Companies Act, 1956.

16. AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, one of the Joint Audit jp o fne Company, resigned from the post of Joint Auditors with effect from July 02nd, 2009.

M/s. M. M. Dubey & Co., Chartered Accountants, one of the Joint Auditors of the Company are appointed as the Statutory Auditors of the Company with effect from November 03rd, 2009 through the process of Postal Ballot under section 192(A) of the Companies Act, 1956.

17. CORPORATE GOVERNANCE

Report on Corporate Governance is furnished as a part of the Directors Report and forms part of this report. Certificate from the Companys Auditors regarding compliance is annexed hereto and forms part of this report.

18. PERSONNEL

Your Directors place on record their appreciation to the sincere and dedicated services put in by the employees of the Company at all the levels and in all the departments of the Company.

19. BANKERS

The Directors place on record their appreciation for the support and co-operation received from all the Bankers.

For and on behalf of the Board of Directors Place : Mumbai Surendra Kumar Sethi Date : November 25, 2009 Chairman

Registered Office:

138, Shreeji Chambers, First Floor, Tata Road Mo. 2, Opera House, Mumbai - 400 004