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