Directors Report of S & T Corporation Ltd.

Mar 31, 2023

Your Directors'' are pleased to present the 39^th Annual Report together with audited financial statements of the Company for the Financial year ended on March 31, 2023.

financial highlights

The Financial performance of your Company for the year ended March 31, 2023 is summarized below:

Particulars	31.03.2023	31.03.2022
Operating Revenue	49.11	98.80
Other Income	5.18	0.12
T otal Revenue	54.29	98.92
T otal Expenses	(41.39)	(30.91)
Profit before tax	12.90	68.01
Tax Expenses	-	-
Net Profit after Tax	12.90	68.01

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

review of operations & state of affairs

Consequent to alteration of Main Object Clause as approved by the Shareholders vide Special Resolution passed on August 5, 2022, your Company is primarily engaged in Real Estate Development business. Currently your Company is in advance stage of taking few redevelopment projects in Maharashtra.

During FY 22-23 Operating Revenue of the Company was Rs. 49.11 Lakhs as against Rs.98.80 Lakhs in the previous year. Operations during the year resulted in Net Profit (before tax) of Rs. 12.90 Lakhs against Rs.68.01 Lakhs in the previous year.

transfer to reserves & dividend

During the year under review, there was no amount transferred to General Reserves. Further in order to conserve resources your Directors don''t recommend any dividend for FY 2022-23.

alteration of share capital clause - sub-division

During the year, in pursuance of Special Resolution passed by Shareholder on 3^rd December 2022, the face value of Equity Shares of the Company was Sub-divided from Rs.10 to Rs.2 per share with effect from Record Date of 16^th December 2022. Consequently, the Listed Capital of the Company i.e. Rs.6,33,62,410/- was revised from 63,66,241 Equity Shares of Rs. 10 each to 3,18,31,205 Equity Shares Rs. 2 (Two) each. Upon issuance of New ISIN viz INE110Q01023 (for Rs. 2 shares) by Depository and Execution of Corporate Action on 17th December 2022, the revised number of Equity Shares i.e. 3,18,31,205 Equity Shares of Rs. 2 of the Company were

listed on BSE w.e.f. 17th December 2022. There are no other changes in the Share Capital of the Company during the year under review.

ALTERATION OF OBJECT CLAUSE

During the year, Shareholders of the Company had vide special resolution passed on August 5, 2022 approved alteration in Main object clause, to enable the Company to explore business opportunities in the field of construction and real estate re-development as Builder and/or Developer and/or Consultant and/or Contractor etc. The said alteration of Main Object Clause was taken on record by the Registrar of Companies, Mumbai by issuance of a Certificate of Registration of Special Resolution confirming alteration of Object Clause dated 25^th August 2022.

ALTERATION OF ARTICLE OF ASSOCIATION

During the year under review, Shareholder of the Company had vide Special resolution passed on August 5, 2022 approved alteration of Article of Association of the Company, to align the same with Companies Act, 2013.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') the Corporate Governance provisions as specified in Regulations 17 to 27, Regulation 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V of the Listing Regulations shall not apply to the Company. However relevant disclosures in connection with the Corporate Governance Provisions are appropriately included in this report. Management Discussions and Analysis Report is annexed to this report as Annexure D.

DIRECTORS AND KEYMANGERIAL PERSONNEL

As of March 31, 2023, your Board comprised of 7 Directors including three (3) Executive Directors and four (4) Independent Directors. The constitution of Board, as mentioned herein is in compliance with the requirements of Companies Act, 2013 and SEBI Listing Regulations:

Sr	Name of Directors	Designation	Shareholding in Company
			No. of Shares	% of Capital
1	Ajay Surendra Savai	Managing Director	50,94,355	16.00
2	Dhaval Ajay Savai	Executive Director & CFO	33,17,300	10.42
3	Trishana Ajay Savai	Executive Director	39,12,500	12.29
4	Tejas H. Shah	Independent Director	9,930	0.031
5	Pramit Shah	Independent Director	-	-
6	Nipun K. Zaveri	Independent Director	-	-
7	Ketan Shah	Independent Director	-	-

None of the Directors of the Company are Director in any other Listed entities or Member / Chairperson of any statutory Board Committees of other Listed entities.

As at March 31, 2023, Ms. Deepika Jagdale was Key Managerial Personnel in the category of Company Secretary.

During the year under review:

- Mr. Bhaven Bakhai (DIN:06805962) resigned as an Independent Director w.e.f. December 09, 2022, due to personal reasons and pre-occupation. Mr. Bhaven Bakhai had in his resignation letter confirmed that there no other material reason for his resignation;

- Mr. Ketan Shah (DIN: 03338785) was appointed as Additional Director in the category of Independent Directors w.e.f. March 23, 2023, by the Board of the Directors based on recommendations of the Nomination and Remuneration Committee and confirmation from Mr. Ketan Shah that he is eligible to the appointed as an Independent Director as per Section 149 of the Companies Act, 2013 and SEBI Listing Regulations. A proposal seeking Shareholders approval for appointment of Mr. Ketan Shah as Independent Director, not liable to retire by rotation for a period of 5 years w.e.f. March 23, 2023 forms part of the Notice of ensuing Annual General Meeting. Your Board recommends the said proposal for approval of the Shareholders;

- Shareholders of the Company had vide Special resolution(s) passed on December 3, 2022, approved re-appointment of (i) Mr. Ajay Savai as Managing Director for a period of 5 years w.e.f. 31^st October 2022; (ii) Mr. Dhaval Savai as Executive Director Finance & CFO for a period of 5 years w.e.f. 28^th September 2022 and (iii) Ms Trishana Saval as Executive Director of the Company for a period of 5 years w.e.f. 28^th September 2022; and

- Ms. Kinjal Parkhiya resigned as Company Secretary of the Company w.e.f September 15, 2022, and Ms. Deepika Jagdale an Associate Member of the Institute of Company Secretaries of India (ACS 65539) was appointed as Company Secretary & Compliance Officer of the Company w.e.f. September 30, 2022.

Notice of ensuing Annual General Meeting includes proposals for re-appointment of Mr. Nipun Zaveri (DIN: 03184387) and Mr. Pramit Shah (DIN:01960991) as Independent Directors of the Company for second term of 5 years with effect from February 29, 2024. Mr. Nipun Zaveri and Mr. Pramit Shah have consented to, and confirm their eligibility to, continue as Independent Directors of the Company pursuant to Section 149 of the Companies Act, 2013 and SEBI Listing Regulations. Your Board and the Nomination and Remuneration Committee of the Board, recommends the Special Resolutions for re-appointment of these Independent Directors for approval of the Shareholders.

Further, pursuant to Section 152 of Companies Act, 2013, Mr. Dhaval Savai is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Board recommend his re-appointment for approval of Shareholders. Mr. Dhaval Savai does not suffer from any disqualification as prescribed u/s. 164 of the Companies Act, 2013 from being re-appointed as Director of the Company liable to retire by rotation.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI Listing Regulations, the Independent Directors have submitted annual declarations confirming that they are eligible to continue as Independent Director(s) of the Company. Your Board confirms that the Independent Directors fulfill the condition specified in SEBI Listing Regulations and are independent of Management.

Based on disclosures and confirmations provided by all Directors, your Board confirms that none of the Directors of the Company are disqualified to act/continue as Directors of the Company. The certificate of non-disqualification of directors from the Secretarial Auditor forming part of this Annual report and annexed as Annexure E

Except for Mr. Ajay Savai, Mr. Dhaval Savai and Ms. Trishana Savai, Directors who are inter se related, no other Directors of the Company are related inter se.

NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS

During FY 22-23, your Board of Directors met 8 (Eight) times on 21^st April 2022, 18^th June 2022, 13^th August 2022, 12^th September 2022, 19^th October 2022, 24^th November 2022, 2^nd February 2023 and 23^rd March 2023. Details of attendance of Directors at the Board Meeting and at the Annual General Meeting and Extra-ordinary General Meeting held during FY 2022-23 is as mentioned herein:

Attendance in Board Meeting

Name	21.04.22	18.06.22	13.08.22	12.09.22	19.10.22	24.11.22	02.02.23	23.03.23
Ajay Savai	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Dhaval Savai	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Trishana Savai	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Tejas Shah	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Pramit Shah	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Nipun Zaveri	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Bhaveen Bakhai	No	Yes	No	Yes	Yes	No	Yes	NA
Ketan Shah	NA	NA	NA	NA	NA	NA	NA	NA

Attendance at General Meetings
Name	AGM held on 05.08.22	EGM held on 03.12.22
Ajay Savai	Yes	Yes
Dhaval Savai	Yes	Yes
Trishana Savai	Yes	Yes
Tejas Shah	Yes	Yes
Pramit Shah	Yes	Yes
Nipun Zaveri	Yes	Yes
Bhaveen Bakhai	Yes	No
Ketan Shah	NA	NA

PERFORMANCE EVALUATION

During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, the Independent Directors of the Company, in a separate meeting held on April 21, 2022 without the presence of other Directors and Management had evaluated the performance of Board, Board Committees, Executive Directors and the flow of information between the Company and Board. The performance of Independent Directors was evaluated by the Board at the Meeting held on April 21, 2022. The evaluation process was based on set criteria which inter alia included attendance at the meetings, participation of directors etc.

board committees

Audit Committee

As at March 31, 2023, the Audit Committee constituted as per Section 177 of the Companies Act, 2013 comprised of four (4) Directors including three (3) Independent Directors and one (1) Executive Director. During the year under review, the Audit Committee met five (5) times on 21^st April 2022, 18^th June 2022, 13^th August 2022, 19^th October 2022 and 2^nd February 2023.

The composition of the Audit Committee (including changes during the year) and particulars of attendance by the members at the meetings of the Audit Committee held in FY 2022-23 are given below:

Name	Category of Director	Number of Meeting
		Held	Attended
Nipun Zaveri, Chairman	Independent Director	5	5
Tejas Shah	Independent Director	5	5
Dhaval Savai	Executive Director	5	5
Ketan Shah	Independent Director	NA	NA

• Appointed w.e.f. March 23, 2023

Scope and Terms of reference of Audit Committee is as per Listing regulation and Section 177 of Companies Act, 2013 and broadly includes:

• recommendation of appointment, remuneration, other terms Statutory / Internal Auditors and discussion with internal auditors of any significant findings and follow up there on;

• review and monitor auditor''s independent and performance, and effectiveness of the audit process;

• reviewing with the management, the quarterly/half yearly/yearly financial statements before submission to the board for approval;

• oversight of Company''s financial reporting process and reviewing disclosures to ensure that the financial statement is correct, sufficient and credible

• approval or any subsequent modification of transactions proposed to be entered into with related parties;

• scrutiny of inter-corporate loans and investments

• valuation of undertakings or assets of the entity, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

Nomination and Remuneration Committee

As at March 31, 2023, the Nomination and Remuneration Committee constituted as per Section 178 of the Companies Act, 2013 comprised of three (3) Independent Directors. During the year under review, the Committee met three (3) times on 12^th September 2022, 19^th October 2022 and 23^rd March 2023

The composition of the Nomination and Remuneration Committee (including changes during the year) and particulars of attendance by the members at the Committee meetings held in FY 2022-23 are given below:_

Name Category of Director

Number of Meeting

		Held	Attended
Nipun Zaveri	Independent Director	3	3
Tejas Shah, Chairman	Independent Director	3	3
Bhaven Bakhai#	Independent Director	2	2
Ketan Shah$	Independent Director	NA	NA

• Resigned as Director w.e.f. December 09, 2022 $ Appointed w.e.f. March 23, 2023

The Scope and Terms of reference of Nomination and Remuneration Committee is as per Listing regulation and Section 178 of Companies Act, 2013 broadly includes:

• formulation of criteria for evaluation of performance of independent directors and the Board of directors;

• devising a policy on diversity of Board of Directors;

• identifying and recommending persons who are qualified to become directors and who may be appointed in senior management;

• specify criteria for effective evaluation of the performance of the Board, Board Committees and Directors;

• to recommend to Board a policy, relating to remuneration for the director, key managerial personnel and other employee;

• to determine remuneration to directors, key managerial personnel and senior management STAKEHOLDERS RELATIONSHIP COMMITTEE

As at March 31, 2023, the Stakeholders Relationship Committee constituted as per Section 178 of the Companies Act, 2013 comprised of four (4) Directors, including three (3) Independent Directors and one (1) Executive Director. During the year under review, the Committee met once on October 19, 2022. The composition of the Committee (including changes during the year) and particulars of attendance by the members at the Committee meetings held in FY 202223 are given below:

Name	Category of Director	Number of Meeting
		Held	Attended
Parmit Shah, Chairman	Independent Director	1	1
Nipun Zaveri	Independent Director	1	1
Mr. Ajay Savai	Managing Director	1	1
Ketan Shah#	Independent Director

#Appointed w.e.f. March 23, 2023

Terms or reference and role of Stakeholder Relationship Committee as per Listing regulation and Section 178 of Companies Act, 2013 broadly includes:

• resolving grievances of security holders including complaints related to transfer /transmission, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• review of measures taken for effective exercise of voting rights by shareholders;

• Review of adherence to the service standards adopted by the Registrar & Share Transfer Agent in connection with various services being rendered by it to the Company;

Your Board confirms that all the recommendations of the Board Committees, wherever applicable, were accepted by the Board during the year under review.

Corporate Social Responsibility

Section 135 of the Companies Act, 2013 mandating inter alia for constitution of Corporate Social Responsibility (CSR) Committee or approving CSR policy or making CSR contributions are not applicable to the Company as the Company does not meet the threshold prescribed under the said provisions.

POLICIES

Code of Conduct

The Board of Directors has adopted Code of Conduct for the Directors and Senior Management. The said Code has been communicated to all the Directors and Members of Senior Management and they have affirmed their compliance with the Code of Conduct as approved and adopted by the Board of Directors. A declaration to the effect that the Directors and Senior Managerial Personnel have adhered to the same, signed by the Managing Director of the Company, is as mentioned herein. Copy of the Code has been uploaded on the Company''s website at https://www.stcl.co.in/assets/pdf/Code%20Of%20Conduct Board%20of%20Directors%20& %20Senior%20Personnel.pdf

declaration on compliance with code of conduct

I confirm that the Company has obtained from all Directors and Senior Management Personnel of the Company their affirmation of compliance with the Code of Conduct for Members of the Board and Senior Management of the Company for the financial year ended March 31, 2023.

Mr. Ajay Savai Managing Director DIN: 01791689

Familiarisation Programme for Independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities at the time of their appointment as Directors and regular updates are provided to the Board /Board Committees during the meeting for consideration of periodic financial results. The details of familiarization program can be viewed on Company''s website at http://www.stcl.co.in/assets/pdf/familiarisation-programme.pdf

Whistle Blower & Vigil Mechanism Policy

The Board of Directors had adopted the Whistle Blower and Vigil Mechanism policy to deal with instances of fraud and mismanagement, if any. Copy of the Policy is available in Investor section of the Company website at https://www.stcl.co.in/assets/pdf/whistleblower-policy.pdf.

The policy has been functioning effectively and no Personnel was denied access to the Audit Committee.

Policy on Related Party Transaction

All related party transactions entered into during the year were approved by the Audit Committee and/or Shareholders wherever application. The Company has adopted the Policy on Related Party Transactions in line with the requirement of Act and Listing Regulations, as amended from time to time, which is available on the website of the Company at https://www.stcl.co.in/assets/pdf/policy-related-party-transactions.pdf. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) were in ordinary course of business and on arm''s length terms. The particulars of contract or arrangement with related parties referred to sub section 188(1) in Form AOC-2 is annexed to this report as Annexure A

Policy on Directors'' appointment and remuneration and other details

The Companies policy on appointment of Directors is available on website of the Company at https://www.stcl.co.in/assets/pdf/policy-criteria-procedure-for-appointment-and-evaluation-of-performance.pdf

Policy on Documents Preservation

The details of policy can be viewed at https://www.stcl.co.in/assets/pdf/preservation-of-documents-and-archival-policy.pdf

Insider Trading Code

Copy of Insider Trading Code as required under SEBI (Prohibition of Insider Trading) Regulations is available on Company''s website at

https://www.stcl.co.in/assets/pdf/Insider%20Trading%20Code.pdf.

Policy for determination of materiality of event of information

The objective of this Policy is to assist the employees of the Company in identifying potential material events or information in an objective manner that may originate at the ground level which can be promptly escalated and reported to the authorised Key Managerial Personnel or other officers of the Company, as specified in this Policy, for determining the materiality of the said event or information and for making necessary disclosure to the BSE Limited. The details of policy available in Investor section on the website of the Company at https://www.stcl.co.in/assets/pdf/Poilicy%20for%20determination%20of%20Materality%20o f % 20Events%20or% 20Information.pdf

Fair disclosure policy

Code of practices and procedures for Fair Disclosure of unpublished price sensitive information (UPSI) which would be followed by the Company for disclosure of UPSI. Fair Disclosure Policy shall be binding upon all the employees, officers, directors and the persons authorised to speak on behalf of the Company. The details of fair disclosure of policy can be viewed at www.stcl.co.in/assets/pdf/Policy%20On%20Fair%20Disclosure.pdf

STATUTORY A UDITORS

At the 38th Annual General Meeting held on August 5, 2022, Shareholders had approved appointment of M/s. JPMK & Company Chartered Accountants (Firm Reg No. 124193W), as Statutory Auditors of the Company to hold such office until the conclusion of 43rd Annual General Meeting to be held in the year 2026. The Company has received certificate of eligibility from M/s JPMK & Company in accordance with the provisions of the Companies Act, 2013 read with rules thereunder and a confirmation that they continue to hold valid Peer Review Certificate as required under Listing Regulations.

The Statutory Audit report for FY 2022-23 forming part of this Annual report issued by M/s. JPMK & Company, Chartered Accountants, does not include any qualification or observation.

During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Secretarial Audit for FY 2022-23 was carried out by M/s. M P Sanghavi & Associates LLP, Company Secretaries (Firm Reg No. L2020MH007000) a Peer reviewed Firm. The report from the Secretarial Auditor forming part of this Annual report and annexed as Annexure B, includes qualifications. The details of qualification and response thereto is as follows:

Qualification: Audited Financial Statements of the Company for the year ended March 31, 2022 was not in accordance with Schedule III as amended vide notification no. G.S.R. 207(E) dated March 24, 2021. Further the Financial Statements was not signed by the Company Secretary resulting in violation of Section 134 of the Companies Act, 2013

Response: While relevant accounting standards have been followed, the financial statements were inadvertently prepared in amount in Rs. and certain disclosures required under revised Schedule III which were not applicable to the Company have not been included in the Notes to Account.

Qualification: Non-filing of DPT-3 for the year ended March 31, 2022, for reporting of Unsecured

Loans taken from Directors

Response: This was inadvertently missed out.

Qualification - 100% Shareholding of Promoter and Promoter Group not held in Demat mode, as one of the Shareholder M/s. Aster Text India Pvt Ltd, who has been declared as Promoter with nominal shareholding in the Shareholding Pattern holds shares in Physical mode, resulting in non-compliance of Regulation 31(2) of Listing Regulations. As informed by the Company to BSE, the promoters are unaware of the said shareholder who continues to be reported as Promoter erroneously in the Shareholding Pattern.

Response: Aster Text India Pvt Ltd has been shown as Promoter in the shareholding Pattern since past few years. However, the said entity is not related to the Promoter / Promoter group. Further since the said entity is not contactable, their shareholding continues to be in physical mode.

Qualification: The Structured Digital Database of Designated Persons / Insiders was maintained by the Company in Excel format till November 15, 2022, subsequent to which a Software was procured, resulting in non-compliance of Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulation, 2015 till November 15, 2022. Further Certificate on compliance of Structured Digital Database for the quarter ended June 30, 2022, was not available for verification.

Response: Considering the fact that the Company did not have any business operations and there were no employees / designated persons, other than Promoters, the Structured Digital Database was maintained in Excel and details of Promoters / Directors were updated with RTA & Depositories. However, in compliance with the regulatory requirements, a Software complying with regulatory requirement was procured and installed since November 15, 2022. SDD Certificate as advised by BSE via email was inadvertently missed out for quarter ended June 30, 2022 as since the Company Secretary at that point in time same was not filed at a later date.

COST AUDIT & INTERNAL AUDIT

The requirement of maintenance of Cost Records or appointment of Cost Auditor is not applicable to the Company. Further, the Chief Financial officer of the Company has been designated as Internal Auditor in compliance with the requirements of Section 138 of the Companies Act, 2013.

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. There was no acquisition or divestment during the year. However, during the year your Company had on December 9, 2022 established a Limited Liability Partnership in the name of Ssavai-Smart Abodes LLP (''LLP'') with initial capital of Rs.1,00,000/-wherein 95% stake will be held by the Company. As at March 31, 2023, no investment was made in the said LLP.

ANNUAL RETURN

Draft of Annual Return of the Company for the year ended March 31, 2023 has been uploaded on website of the Company and can be viewed on www.stcl.co.in.

DEPOSITS

The Company has neither accepted nor renewed any public deposits under Chapter V of the Act and the rules made thereunder.

LOAN GUARANTEE & INVESTMENT

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes to the Financial Statements. Relevant details are as mentioned herein:

Particulars	As on 31.03.23	As on 31.03.22
Investments in Partnership Firms
Rajyog Enterprise	0.27	0.27
Rajyog Realtors	0.38	0.38
Rajyog Construction	0.02	0.02
Loans to Related Parties - Partnership Firms
Rajyog Construction	3.47	3.47
Rajyog Realtors	753.28	753.28
Rajyog Enterprise	209.72	497.28
Victory Realtors	6.50	6.50

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEM

Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems

are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively

PARTICULARS OF EMPLOYEES

There were four (4) employees in the Company as at March 31, 2023. None of the employees draw remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Remuneration Managerial Personnel) Rules, 2014. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure C

RISK MANAGEMENT

The Board of Directors of the Company has put in place process for managing risk which aims at enhancing shareholders'' value and providing an optimum risk-reward tradeoff.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013.

Your Company has zero tolerance towards sexual harassment at 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 thereunder. There was no complaint on sexual harassment during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future. There are no proceedings initiated by or against the company under the Insolvency and Bankruptcy Code, 2016.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Considering the current scale of business operations and industry in which your Company operates, the information in connection with Conservation of Entergy & Technology Absorption as mentioned herein is Nil/Not Applicable.

i)	the steps taken or impact on conservation of energy	Nil
ii)	the steps taken by the company for utilizing alternate sources of energy;	Nil
iii)	the capital investment on energy conservation equipment	Nil

(B) Technology absorption-
i)	the efforts made towards technology absorption;	Nil
ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) viz (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully	Nil

	absorbed; (d) if not fully absorbed, areas were absorption; has not taken place, and the reasons thereof; and
iv)	the expenditure incurred on Research and Development.	Nil

There were no foreign exchange earnings or out go during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors'' Responsibility Statement, the Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Board places on record its sincere thanks to bankers, associates, consultants and Government Authorities for their continued support. Your Board also acknowledge the support and confidence reposed by the Shareholders of the Company.

By Order of the Board of Directors For S & T CORPORATION LIMITED

Ajay Savai Dhaval Savai

Managing Director Executive Director & CFO

DIN: 01791689 DIN: 07003711

Place: Mumbai Date:11.07.2023

---

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

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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