1.  We have reviewed the balance sheet and profit and loss account and
 notes on accounts as well as the cash flow statements and the
 directors''report; 
 
 2.  Based on our knowledge and information, these statements do not
 contain any untrue statement of a material fact or omit to state a
 material fact necessary to make the statements made, in light of the
 circumstances under which such statements were made, not misleading
 with respect to the statements made;
 
 3.  Based on our knowledge and information, the financial statements
 and other financial information included in this report, fairly present
 in all material respects, the financial condition, results of the
 operations and cash flows of the Company as of, and for, the periods
 presented in this report, and are in compliance with the existing
 accounting standards and/or applicable laws and regulations.
 
 4.  To the best of our knowledge and belief, no transactions entered
 into by the Company during the year are fraudulent, illegal or
 violative of the Company''s Code of Conduct.
 
 5.  The Company''s other certifying officers and we, are responsible for
 establishing and maintaining disclosure controls and procedures for the
 Company, and we have :
 
 a.  designed such disclosure controls and procedures to ensure that
 material information relating to the Company, is made known to us by
 others within those entities particularly during the period during
 which this report is being prepared; and
 
 b.  evaluated the effectiveness of the Company''s disclosure, controls
 and procedures.
 
 6.  The Company''s other certifying officers and we, have disclosed
 based on our most recent evaluation, wherever applicable, to the
 Company''s auditors and the Audit Committee of the Company''s Board of
 Directors (and persons performing equivalent functions):
 
 a.  all significant deficiencies in the design or operation of internal
 controls, which could adversely affect the Company''s ability to record,
 process, summarize and report financial data, and have identified for
 the Company''s auditors, any material weakness in internal controls;
 
 b.  any fraud, whether or not material, that involves management or
 other employees who have a significant role in the Company''s internal
 controls;
 
 c.  the Company''s other certifying officers and we, have indicated in
 this report whether or not there were significant changes in internal
 controls or other factors that could significantly affect internal
 controls subsequent to the date of our most recent evaluation,
 including any corrective actions with regard to significant
 deficiencies and material weakness; and
 
 d.  all significant changes in the accounting policies during the year,
 if any, and that the same have been disclosed in the notes to the
 financial statements.
 
 7.  In the event of any materially significant misstatements or
 omissions, the signing officers will return to the Company that part of
 any bonus or incentive or equity -based compensation, which was
 inflated on account of such errors, as decided by the Audit Committee;
 
 8.  We affirm that we have not denied any personnel access to the
 Audit.Committee of the Company;
 
 9.  We further declare that all Board members and senior managerial
 personnel have affirmed compliance with the code of conduct for the
 current year.
 
 We have audited the attached Balance Sheet of S.B. & T INTERNATIONAL
 LIMITED ( the Company) as at 31st March, 2011, the Profit & Loss
 Account and the Cash Flow Statement of the company for the year ended
 on that date annexed thereto.
 
 Respective Responsibility Of The Management And The Auditor:
 
 These financial statements are the responsibility of the company''s
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 Basis of Opinion:
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those standards require that we plan and perform the
 audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatements. An audit includes
 examining, on test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 Opinion:
 
 We report as under:
 
 I As required by the Companies (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s Report)
 
 (Amendment) Order, 2004, issued by the Central Government of India in
 terms of Section 227 (4A) of the Companies Act, 1956 (the ''Act'') and on
 the basis of such checks of the books and records of the Company as we
 considered appropriate and according to the information and explanation
 given to us by the management, we enclose in the Annexure a statement
 on the matters specified in paragraphs 4 and 5 of the said Order.
 
 II.  Further to our comments in the Annexure referred to in paragraph I
 above:
 
 a) We have obtained all the information and explanation, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of the
 books.
 
 c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) In our opinion, the Profit & Loss Account, Balance Sheet and Cash
 Flow Statement comply with Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956 to the
 extent they are applicable to the Company.
 
 e) On the basis of written representations received from the Directors
 of the Company as on 31st March, 2011, and taken on record by the Board
 of Directors of the Company, we report that none of the Director is
 disqualified as on at 31st March, 2011 from being appointed as a
 Director in terms of clause (g) of sub- section (1) of section 274 of
 the Act.
 
 f) In respect of investment of Rs. 750 lacs in Equity Shares of Tanvin
 Trade Fin Pvt. Ltd. in the absence of required information, we are
 unable to comment whether the relevant disclosure, has been made by the
 company in respect of investment in a subsidiary company in the
 aforesaid investment and whether there is fall in the value of such
 investment.
 
 g) In our opinion and to the best of information and according to the
 explanations given to us, subject to non confirmation of balances of
 debtors / creditors the said accounts, read together with the notes
 thereon, given the information required by the Act in the manner so
 required and, give a true and fair view in conformity with the
 accounting policies generally accepted in India:
 
 1) in case of the Balance Sheet, of the state of affairs of the company
 as at 31st March, 2011,
 
 2) in case of the Profit & Loss Account, of the Profit of the company
 for the year ended on that date; and
 
 3) in case of the Cash Flow statement, of the cash flows of the Company
 for the year ended on that date.
 
 Fixed Assets:
 
 1. We are informed that the company is in the process of maintaining
 proper records showing full particulars, including quantitative details
 and situation of fixed assets.
 
 2.  According to the representations provided to us, the company has a
 regular programme of physical verification of its fixed assets over a
 period of three years, which in our opinion is reasonable having regard
 to the size of the company and the nature of its assets. In accordance
 with this programme, certain fixed assets were physically verified by
 the Management during the year.
 
 3.  During the year, the Company has not disposed off substantial part
 of its fixed assets to affect going concern assumption.
 
 Inventories:
 
 4.  We are informed that, physical verification of inventory has been
 carried out by the management during the year. In our opinion, the
 frequency of verification is reasonable.
 
 5.  According to the information and explanations given to us, the
 procedure of physical verification of inventory followed by the
 management is reasonable and adequate according to the size of the
 company and the nature of the business.
 
 6.  On the basis of the representation of the company, we are of the
 opinion that the Company is maintaining proper records of inventory.
 However, in the absence of proper evidence, we are unable to comment
 upon the same.
 
 Related party transactions:
 
 7.  According to the information and explanation given to us, the
 company has granted interest free unsecured loans to three companies
 covered in the register maintained under section 301 of the Act. The
 maximum amount involved during the year is of Rs. 2,780.39 lacs.
 
 8.  In our opinion, the terms and condition (other than rate of
 interest) on which loan have been granted by the company to the parties
 listed in the register maintained under section 301 of the Act, are
 prima facie not prejudicial to the interest of the company.
 
 9.  According to the information and explanations given to us, receipt
 of the amount is regular.
 
 10.  In Our opinion and according to the information and explanations
 given to us, the company has taken reasonable steps, where overdue
 amount is more than one lac for recovery of the amount.
 
 11.  According to the information and explanations given to us, the
 company has taken interest free unsecured loans from two directors, two
 relatives of director and one firm and interest bearing loan from two
 companies covered in the register maintained under section 301 of the
 Act. The maximum amount involved during the year is aggregated to Rs.
 343.24 lacs.
 
 12.  In our opinion and according to the information and explanation
 given to us the terms and conditions including the rate of interest for
 such loan is taken are not prima facie prejudicial to the interest of
 the company.
 
 13.  According to the information and explanations given to us, the
 payment of the amount is regular.  Contracts or Arrangements with 301
 Parties
 
 14.  According to the information and explanations given to us, the
 transactions in which directors were interested as contemplated under
 Section 297 and sub section (6) of section 299 of the Act, and which
 were required to be entered in the register maintained under section
 301 of the said act, have been so entered.
 
 15.  According to the information and explanations given to us, each of
 these transactions exceeding the value of rupees five lacs in respect
 of any party during the year, are made at a price, which are reasonable
 having regard to the prevailing market prices at the relevant time.  |
 
 Internal Controls:
 
 16.  An internal control procedure for the purchase of inventory and
 fixed assets and for the sale of goods has improved.
 
 Internal Audit:
 
 17.  In our opinion, the company has an adequate internal audit system
 commensurate with its size and nature of its business.
 
 Deposits:
 
 18.  In our opinion and according to the information and explanations
 given to us, the company has complied with the provision of Section 58A
 and 58AA of the Act or any other relevant provisions of the Act, and
 the NBFC (Reserve Bank) Directors, 1998 / Companies (Acceptance of
 Deposits) Rules, 1975 with regard to the deposits accepted from public
 during the earlier years. Further, as informed to us no order has been
 passed by the Company Law Board, National Law Tribunal, Reserve Bank of
 India or any other court or Tribunal.
 
 Statutory Dues:
 
 19.  According to the information and explanations given to us, the
 company is regular in depositing undisputed statutory dues including
 Provident Fund, Investor Education and protection fund, employees state
 insurance, income tax, sales tax, wealth tax, custom duty, cess and
 other statutory dues, if any, applicable to it. As explained to us the,
 provision regarding service tax and excise duty is presently not
 applicable to the company. However undisputed amount in respect of the
 following dues are outstanding for a period of more than six months:
 
 Name of Statute     Nature of 
                     the Dues    Amount (Rs. in Lacs)   Pending from
                                                         the financial 
                                                           year
 
 Income Tax Act     Corporate 
                    Dividend Tax       3.02               2009-10
 
 Income Tax Act     Corporate 
                    Dividend Tax       2.86               2010-11
 
 Income Tax Act     Income Tax        34.14               2009-10
 
 Income Tax Act     Advance Income Tax 5.53               2010-11
 
 20.  According to the information and explanations given to us, there
 are no dues of income tax, sales tax, wealth tax, service tax, custom
 duty, excise duty and cess which have not been deposited on account of
 any dispute except for the following:
 
 Name of Statute     Nature of 
                     the dues and     Amount (Rs. In
                                         lacs)         Forum where
                                                         dispute 
                     period to which 
                     it relates                        is pending
 
 Custom Act, 1962   2004-05 to 2008-09     64.24     Deputy Commissioner
                                                    of Customs, SEEPZ-SEZ
 
 Accumu ated / Cash losses:
 
 21.  The company does not have any accumulated losses at the year end,
 and has not incurred any cash losses during the financial year and in
 the immediately preceding financial year.
 
 Default in repayment of dues:
 
 22.  According to the information and explanations given to us, the
 company has not defaulted in repayment of dues to a financial
 institution or bank.  .
 
 Loans and Advances granted on the basis securities:
 
 23.  According to the records of the company and according to the
 information and explanations provided to us, we are of the opinion that
 the company has not granted loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 Guarantees Given:
 
 24.  According to the information and explanations provided the company
 has not given any guarantee for loans taken by others from banks or
 financial institutions.
 
 Sources and Application of Funds:
 
 25.  Based on our examination of the balance sheet of the company as at
 March 31, 2011 on an overall basis and as per the information and
 explanation given to us, we find that no funds raised on short term
 basis were utilized for long term purpose.
 
 Preferential Allotment:
 
 26.  According to the information and explanations given to us, the
 company has not made preferential allotments of shares to parties
 listed in the register maintained under section 301 of the Act.
 
 Fraud:
 
 27.  Based upon the audit procedures performed and information and
 explanation given by the management, we report that no fraud on or by
 the company has been noticed or reported during the course of our
 audit.
 
 Miscellaneous:
 
 28.  The clauses (viii), (xiii), (xiv), (xvi), (xx) of the paragraph 4
 & 5 of the order are not applicable to the company and hence not
 reported upon.
 
 For M.M DUBEY & Co.  
 Chartered Accountants
 
 M.M.DUBEY&CO
 
 PROPRIETOR
 
 Membership No. 30453
 
 Place: Mumbai
 
 Date: 29th November, 2011