Notes to Accounts of SB&T International Ltd.

Mar 31, 2014

1) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realized in the ordinary course of business. The provisions for all known liabilities are adequate.

2) Contingent Liabilities not provided for :

a. Documentary bills submitted to banks for discounting / advances amounting to Rs. 1,97,53,178/- (P.Y. Rs. 1,97,53,178/-)

b. Liabilities against labour cases filed against the Company is meager and therefore, not ascertainable.

c. Company does not have any contingent liability towards Income tax dues (P.Y. NIL ). However we are informed that income tax department has gone in appeals in High Court against the order from ITAT in favor of the company.

d. Custom Duty appeals against demand of Rs.64.24 lacs on various imports are going on with Custom Authorities.

3) Share Capital:

Share Capital includes:

a) 18,00,000 equity shares of Rs. 10/- each fully paid up issued as Bonus Equity Shares by capitalization of the General Reserve.

b) 35,50,000 equity shares of Rs. 10/- each fully paid up issued as Bonus Equity Shares by capitalization of the Share Premium; and

c) 52,00,000 equity shares of Rs. 10/- each fully paid up issued on preferential basis during the year 2000-01 at premium of Rs. 20/- per share.

d) 19,00,000 equity shares of Rs. 10/- each fully paid up issued on preferential basis during the year 2004-2005 at a premium of Rs. 70/- per share.

e) 8,50,000 equity shares of Rs. 10/- each fully paid up allotted during the year 2005-06 on conversion of Fully Convertible Debentures into equity shares.

f) 1,00,000 equity shares of Rs. 10/- each fully paid up allotted during the year 2005-06 on conversion of Share Warrants into equity shares.

g) 5,00,000 equity shares of Rs. 10/- each fully paid up were issued during the year 2008-09 at a premium of Rs. 30/ - per share as a purchase consideration for aquisition of Mimansa Jerwellery Private Ltd. as its 100% subsidiary.

4) Interest paid is net of interest received/accrued but not due of Rs. NIL (P.Y. NIL) on margin money kept with banks. Tax deducted at source Rs. NIL (P.Y. Rs. . NIL)

5) Sundry Debtors are net of Exchange Bill Re-Discount (EBRD) of Rs. 1,97,53,178/- (P.Y. Rs. 1,97,53,178/-)

6) Balances of sundry debtors, sundry creditors and loans and advances are subject to confirmation, reconciliation and consequential adjustment, if any.

7) The Company has sent letters to suppliers to confirm that whether they are covered under Micro, Small and Medium Enterprises Act, 2006 as well as they have filed required memorandum with the prescribed authorities. No confirmation has received till the date of finalization of the Balance Sheet and the same has been relied upon by the auditors. Hence disclosures, if any, relating to amounts unpaid as at the year end together with the interest paid / payable as required under the said Act has not been given.

8) The Company does not possess information as to which of its suppliers are Ancillary Industrial Undertakings / Small Scale Industrial Undertaking holding permanent registration certificate issued by the Directorate of Industries of a state or Union Territory:

a) The liability, if any, of interest which would be payable under the interest on delayed payments to Small Scale & Ancillary Industrial Undertaking Act, 1933 cannot be ascertained. However the company has not received any claim in respect of interest.

b) The outstanding to Small Scale Industrial Undertaking cannot be ascertained

c) The name of Small Scale Industrial Undertaking to whom the Company owes a sum exceeding Rs. 1 lacs which is outstanding for more than 30 days cannot be ascertained.

9) EMPLOYEE BENEFITS

The Company has during the year adopted Accounting Standard 15(revised 2005) "Employee Benefits". The Company has classified various employee benefits as under:

(A) Defined contribution plans

a. Provident fund

b. State defined contribution plans

-Employers'' Contribution to Employees'' State Insurance -Employers'' Contribution to Maharashtra Labour Welfare Fund

The provident fund and the employees state insurance are operated by the Regional Provident Fund Commissioner and Maharashtra Labour Welfare Fund is operated by Commissioner of Maharashtra Labour Welfare Board. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income tax authorities.

10) SEGMENT REPORTING:

The Company is in the business of manufacturing and export of gem studded jewellery. In view of the management, and based on the internal reporting format, the Company’s primary and only format for reporting segment information is geographical segment, that are based on the location of customers.

11) RELATED PARTY DISCLOSURES:

1. List of Related Parties with whom transactions have taken place during the year:

a) Key Management Personnel:

Surendra Kumar Sethi - Chairman and Joint Managing Director

Varij Sethi - Managing Director

Shrance Sethi - Director

b) Relative of Key Management Personnel:

Jyoti Sethi - Wife of Varij Sethi

Ritu Sethi - Daughter of S. K. Sethi

Virendra Kumar Sethi - Brother of S. K. Sethi

Nalin Sethi - Brother of S. K. Sethi

Kala Shah - Mother In Law of Varij Sethi

c) Subsidiaries: d) Promoter :

S B & T Holding Limited S.B. & T Gems Import Inc.

S B & T Designs Limited Mimanssa Jewellery (P) Ltd.

e) Others:

Sethi Mercantile Private Limited Company in which directors are interested

Arup Builders Developers (P) Ltd. Company in which directors are interested

Swel Jewels Company in which relative of directors are partners

12) In order to conserve resources, no dividend had been declared for the year 2013-14.

13) Schedule of information and particulars as required by the paragraphs 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 as certified by the Directors and annexed to the Profit and Loss Account for the year ended 31st March, 2014 (Figures in the brackets indicate previous year figures)

14) Figures of the previous year have been regrouped, rearranged and recast and shown to the nearest rupee to make them comparable with figures of this year.

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Mar 31, 2013

1) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realized in the ordinary course of business. The provisions for all known liabilities are adequate.

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Mar 31, 2010

1) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realized in the ordinary course of business. The provisions for all known liabilities are adequate.

2) Contingent Liabilities not provided for :

a. Documentary bills submitted to banks for discounting / advances amounting to Rs.1,71,47,765/- (P.Y. Rs. 2,94,80,078/- )

b. Liabilities against labour cases filed against the Company is meager and therefore, not ascertainable.

c. Income tax cases and appeals against the demand and dispute of Rs. 752.55 lacs (P.Y. Rs. 653.09 lacs) are going on with various Income Tax Authorities. Out of above Rs. 530.41 lacs (P.Y. Rs. 530.41 lacs) is paid by way of Tax Deducted at Sources, Advance Tax and/or Regular Assessment Tax.

3) Share Capital:

Share Capital includes:

a) 18,00,000 equity shares of Rs. 10/- each fully paid up issued as Bonus Equity Shares by capitalization of the General Reserve.

b) 35,50,000 equity shares of Rs. 10/- each fully paid up issued as Bonus Equity Shares by capitalization of the Share Premium; and

c) 52,00,000 equity shares of Rs. 10/- each fully paid up issued on preferential basis during the year 2000-01 at premium of Rs. 20/- per share.

d) 19,00,000 equity shares of Rs. 10/- each fully paid up issued on preferential basis during the year 2004-2005 at a premium of Rs. 70/- per share.

e) 8,50,000 equity shares of Rs. 10/- each fully paid up allotted during the year 2005-06 on conversion of Fully Convertible Debentures into equity shares.

f) 1,00,000 equity shares of Rs. 10/- each fully paid up allotted during the year 2005-06 on conversion of Share Warrants into equity shares.

g) 5,00,000 equity shares of Rs. 10/- each fully paid up were issued during the year 2008-09 at a premium of Rs. 30/- per share as a purchase consideration for aquisition of Mimansa Jerwellery Private Ltd. as its 100% subsidiary.

4) Interest paid is net of interest received/accrued but not due of Rs. 21,94,987/- (P.Y. Rs. 19,21,281/-) on margin money kept with banks. Tax deducted at source Rs.2,19,499 /-(P.Y. Rs. 3,95,785/-)

5) Sundry Debtors are net of Exchange Bill Re-Discount (EBRD) of Rs.1,71,47,765 /- (P.Y. Rs. 2,94,80,078/-)

6) Balances of sundry debtors, sundry creditors and loans and advances are subject to confirmation, reconciliation and consequential adjustment, if any.

7) The Company has sent letters to suppliers to confirm that whether they are covered under Micro, Small and Medium Enterprises Act, 2006 as well as they have filed required memorandum with the prescribed authorities. No confirmation has received till the date of finalization of the Balance Sheet and the same has been relied upon by the auditors. Hence disclosures, if any, relating to amounts unpaid as at the year end together with the interest paid / payable as required under the said Act has not been given.

8) The Company does not possess information as to which of its suppliers are Ancillary Industrial Undertakings / Small Scale Industrial Undertaking holding permanent registration certificate issued by the Directorate of Industries of a state or Union Territory:

a) The liability, if any, of interest which would be payable under the interest on delayed payments to Small Scale & Ancillary Industrial Undertaking Act, 1933 cannot be ascertained. However the company has not received any claim in respect of interest.

b) The outstanding to Small Scale Industrial Undertaking cannot be ascertained

c) The name of Small Scale Industrial Undertaking to whom the Company owes a sum exceeding Rs. 1 lacs which is outstanding for more than 30 days cannot be ascertained.

9) EMPLOYEE BENEFITS

The Company has during the year adopted Accounting Standard 15(revised 2005) "Employee Benefits". The Company has classified various employee benefits as under:

(A) Defined contribution plans

a. Provident fund

b. State defined contribution plans

Employers Contribution to Employees State Insurance

Employers Contribution to Maharashtra Labour Welfare Fund

The provident fund and the employees state insurance are operated by the Regional Provident Fund Commissioner and Maharashtra Labour Welfare Fund is operated by Commissioner of Maharashtra Labour Welfare Board. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income tax authorities.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on separation as per the companys policy.

Valuations in respect of Gratuity and Leave Encashment have been carried out by independent actuary, as at the Balance Sheet date, based on the following assumptions:

10) SEGMENT REPORTING:

The Company is in the business of manufacturing and export of gem studded jewellery. In view of the management, and based on the internal reporting format, the Companys primary and only format for reporting segment information is geographical segment, that are based on the location of customers.

11) RELATED PARTY DISCLOSURES:

1. List of Related Parties with whom transactions have taken place during the year:

a) Key Management Personnel:

Surendra Kumar Sethi - Chairman and Joint Managing Director

Varij Sethi - Managing Director

Vivek Tharaney - Whole Time Director (Production)

b) Relative of Key Management Personnel:

Rajkumari Sethi - Mother of S. K. Sethi

Jyoti Sethi - Wife of Varij Sethi

Ritu Sethi - Daughter of S. K. Sethi

Virendra Kumar Sethi - Brother of S. K. Sethi

Nalin Sethi - Brother of S. K. Sethi

Priya Tharaney - Mother of Vivek Tharaney

c) Subsidiaries: d) Promoter :

Soft Touch Jewellers LLC

S B & T Holding Limited S.B. & T. Gems Import Inc.

S B & T (U.K) Limited

S B & T Designs Limited

Mimanssa Jewellery (P) Ltd.

e) Others:

Sethi Mercantile Private Limited Company in which directors are interested

Arup Builders Developers (P) Ltd. Company in which directors are interested

Swel Jewels Firm in which relative of directors are partners

12) Directors have recommended full & final dividend @ 1% on 1,68,50,000 Equity Shares aggregating to Rs. 16,85,000/-forthe Financial Year 2009 -10, which is in accordance of rules of Companies (Declaration of Dividend Out of Reserves) Rules, 1975.

13) Schedule of information and particulars as required by the paragraphs 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 as certified by the Directors and annexed to the Profit and Loss Account for the year ended 31st March, 2010 (Figures in the brackets indicate previous year figures)

DETAILS OF FOREIGN SHAREHOLDING AND DIVIDEND REMITTED DURING THE YEAR:

i. No. of Non Resident Share Holders : 2

ii No. of Shares held by them on which dividend is paid : 1,350,000

iii Gross Dividend 135,000

14) Figures of the previous year have been regrouped, rearranged and recast and shown to the nearest rupee to make them comparable with figures of the previous year.

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Mar 31, 2009

1) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realized in the ordinary course of business. The provisions for all known liabilities are adequate.

2) Contingent Liabilities not provided for :

a. Documentary bills submitted to banks for discounting / advances amounting to Rs.2,94,80,078/- (P.Y. Rs. 5,95,27,191/-)

b. Liabilities against labour cases filed against the Company is meager and therefore, not ascertainable.

c. Income tax cases and appeals against the demand and dispute of Rs. 653.09 lacs (P.Y. Rs. 1,106.73 lacs) are going on with various Income Tax Authorities. Out of above Rs. 530.41 lacs (P.Y. Rs. 433.57 lacs) is paid by way of Tax Deducted at Sources, Advance Tax and/or Regular Assessment Tax.

d. The company has given corporate guarantee of Rs. 7 crores to State Bank of India, Seepz, Andheri (E), Mumbai - 400 096 for the term loan taken by its 100% subsidiary company S B & T Designs Ltd. out of which Rs. 1.65 crores was outstanding as on 31.03.2009. Further the Managing Director of the company has also given personal guarantee of Rs. 20 crores for the loan taken by 100% subsidiary company S B & T Designs Ltd.

3) Share Capital:

Share Capital includes:

a) 18,00,000 equity shares of Rs. 10/- each fully paid up issued as Bonus Equity Shares by capitalization of the General Reserve.

b) 35,50,000 equity shares of Rs. 10/- each fully paid up issued as Bonus Equity Shares by capitalization of the Share Premium; and

c) 52,00,000 equity shares of Rs. 10/- each fully paid up issued on preferential basis during the year 2000-01 at premium of Rs. 20/- per share.

d) 19,00,000 equity shares of Rs. 10/- each fully paid up issued on preferential basis during the year 2004-2005 at a premium of Rs. 70/- per share.

e) 8,50,000 equity shares of Rs. 10/- each fully paid up allotted during the year 2005-06 on conversion of Fully Convertible Debentures into equity shares.

f) 1,00,000 equity shares of Rs. 10/- each fully paid up allotted during the year 2005-06 on conversion of Share Warrants into equity shares.

g) 5,00,000 equity shares of Rs. 10/- each fully paid up were issued during the year 2008-09 at a premium of Rs. 30/- per share as a purchase consideration for aquisition of Mimansa Jewellery Private Ltd. as its 100% subsidiary.

4) In terms of the resolution approved in the meeting of the Board of Directors of the company held on 17!h December, 2007 and in the Extraordinary General Meeting^of its members held on 9lh January, 2008, the company has acquired on 8th April, 2008 (date of transfer of shares of Mimansa Jewelery Private Limited) 100% Equity shares of Mimansa Jewelery Private Limited ("MJPL") by issue of 5,00,000 equity shares at Rs. 40/- per share on 15th April, 2008. The said shares were issued at a swap ratio of 1:10 i.e. as against the acquisition of 50,000 shares of MJPL, the company issued 5,00,000 shares to the previous shareholders of MJPL.

5) In terms of the above resolution, the company has also issued on 4,h April, 2008 on preferential basis, 18 lacs share warrant on preferential basis @ Rs. 40/- each for subsequent conversion of same number of Equity shares. However the same have been forfeited due to non-exercise of option by the warrant holders. Therefore the 10% upfront money received on issuance of share warrant have been transferred to Capital Reserve.

6) Interest paid is net of interest received/accrued but not due of Rs. 19,21,281/- (PY. Rs. 41,30,856/-) on margin money kept with banks. Tax deducted at source Rs. 3,95,785/-(P.Y. Rs. 3,20,446/-)

7) Sundry Debtors are net of Exchange Bill Re-Discount (EBRD) of Rs.2,94,80,078/- (P.Y. Rs. 5,95,27,191/-)

8) Balances of sundry debtors, sundry creditors and loans and advances are subject to confirmation, reconciliation and consequential adjustment, if any.

9) The Company has sent letters to suppliers to confirm that whether they are covered under Micro, Small and Medium Enterprises Act, 2006 as well as they have filed required memorandum with the prescribed authorities. No confirmation has received till the date of finalization of the Balance Sheet and the same has been reiied upon by the auditors. Hence disclosures, if any, relating to amounts unpaid as at the year end together with the interest paid / payable as required under the said Act has not been given.

10) The Company does not possess information as to which of its suppliers are Ancillary Industrial Undertakings / Small Scale Industrial Undertaking holding permanent registration certificate issued by the Directorate of Industries of a state or Union Territory:

a) The liability, if any, of interest which would be payable under the interest on delayed payments to Small Scale & Ancillary Industrial Undertaking Act, 1933 cannot be ascertained. However the company has not received any claim in respect of interest.

b) The outstanding to Small Scale Industrial Undertaking cannot be ascertained

c) The name of Small Scale Industrial Undertaking to whom the Company owes a sum exceeding Rs. 1 lacs which is outstanding for more than 30 days cannot be ascertained.

11) EMPLOYEE BENEFITS

The Company has during the year adopted Accounting Standard 15(revised 2005) "Employee Benefits". The Company has classified various employee benefits as under:

(A) Defined contribution plans

a. Provident fund

b. State defined contribution plans

Employers Contribution to Employees State Insurance

Employers Contribution to Maharashtra Labour Welfare Fund

The provident fund and the employees state insurance are operated by the Regional Provident Fund Commissioner and Maharashtra Labour Welfare Fund is operated by Commissioner of Maharashtra Labour Welfare Board. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income tax authorities.

12) SEGMENT REPORTING:

The Company is in the business of manufacturing and export of gem studded jewellery. In view of the management, and based on the internal reporting format, the Companys primary and only format for reporting segment information is geographical segment, that are based on the location of customers.

13) RELATED PARTY DISCLOSURES:

1. List of Related Parties with whom transactions have taken place during the year:

a) Key Management Personnel:

Surendra Kumar Sethi - Chairman and Joint Managing Director

Varij Sethi - Managing Director

Vivek Tharaney - Whole Time Director (Production)

b) Relative of Key Management Personnel:

Rajkumari Sethi - Mother of S. K. Sethi

Jyoti Sethi - Wife of Varij Sethi

Ritu Sethi - Daughter of S. K. Sethi

Virendra Kumar Sethi - Brother of S. K. Sethi

Nalin Sethi - Brother of S. K. Sethi

Priya Tharaney - Mother of Vivek Tharaney

c) Subsidiaries: d) Promoter : Soft Touch Jewellers LLC

S B & T Holding Limited S.B. & T. Gems Import Inc. S B & T (U.K) Limited S B & T Designs Limited Mimansa Jewellery (P) Ltd.

e) Others:

Sethi Mercantile Private Limited

Company in which directors are interested

Arup Builders Developers (P) Ltd.

Company in which directors are interested

Swel Jewels

Firm in which relative of directors are partners

2. Transaction during the year with related parties: a) Remuneration to Key Management Personnel

Refer B (11 A) of Accounting Policies and notes forming part of the accounts.

14) Directors have recommended full & final dividend @ 1% on 1,68,50,000 Equity Shares aggregating to Rs. 16,85,000/- for the Financial Year 2008 - 09, which is in accordance of rules of Companies (Declaration of Dividend Out of Reserves) Rules, 1975.

15) Schedule of information and particulars as required by the paragraphs 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 as certified by the Directors and annexed to the Profit and Loss Account for the year ended March, 2009 (Figures in the brackets indicate previous year figures)

16) Figures of the previous year have been regrouped, rearranged and recast and shown to the nearest rupee to make them comparable with figures of the previous year.