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
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
In view of past accumulated losses, your directors regret their
inability to recommend any dividend.
3. FUTURE OUTLOOK:
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.
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
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
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.
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.
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
By Order of the Board
Mumbai, Surendra T. Savai
Date : 28th May, 2012 Chairman & Managing Director