step two corporation ltd Directors report

STEP TWO CORPORATION LIMITED

Your Directors have pleasure in presenting the Twenty nineth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

The summarised financial results of the Company are given here under:

	Current	Previous
	Year	Year
	(Rs.00)	(Rs.00)
Profit before Interest, Depreciation & taxes	67,400	19,813
Less: Finance Charges	—	—
Profit / (Loss) before Depreciation & Taxes	63,921	19,813
Less: Depreciation	110	110
Profit/(Loss) Before Provision & Taxes	63,811	19,703
Current Tax	14,255	5,300
Add/(Less): Deferred Tax	(3)	(39)
Income Tax for the previous year	—	(38)
Profit/(Loss) after Tax	49,553	14,326
Transfer to Reserve Fund	9,911	2,865
Less: Excess Provision written back	2,251	—
Balance brought forward from last year	50,426	38,968
Balance Carried to Balance Sheet	92,320	50,426

COMPANY PERFORMANCEAND REVIEW OF BUSINESS OPERATIONS

During the year, the revenue from operations of your Company increased by 11% over the previous year. The Company has recorded a profit of Rs.49.55 lacs for the financial year ended 31st March, 2023.

Your Directors are striving for increase in revenue of the Company and thereby increasing profitability.

DIVIDEND

With a view to conserving resources and building up reserves, your Directors do not recommend payment of Dividend for the year.

STATE OF COMPANYAFFAIRS

Your directors are hopeful that the performance of the Company will improve in the coming year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report.

FUTURE OUTLOOK

The general business conditions affecting business are expected to remain stable and company is expected to perform well.

DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

An amount of Rs.9.91 lacs has been transferred to the Reserve Fund.

SHARE CAPITAL

As on 31st March, 2023, the Companys paid-up Equity Share Capital was Rs. 4,24,73,000/- comprising of42,47,300 Equity Shares of Face Value of Re. 10/- each and Rs. 34,95,600/- received on account of 8,04,800 forfeited shares. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2023. During the Financial Year 2022-23, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

CHANGE INNATURE OFBUSINESS, IFANY

There has not been any change in the nature of business of the Company during the FY ended 31st March, 2023.

MEETINGS OFBOARD OFDIRECTORS

During the financial year ended 31st March, 2023, 8 Board Meetings were held on 12th May,2022,27th May, 2022, 11th August, 2022, 11th November, 2022, 16th January, 2023,25th January,2023, 8th February, 2023 and 15th March, 2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Attendance of directors at the Board Meetings [Whether attended (Yes/No)]:

Board Meeting Date	Mr. Sanjay ] Agarwal (DIN-00571217)	Mr.KeshavKr. Saraf i(DIN-00595594)	Mr.Bhola Nath Manna (DIN-03345433)	Ms.Mamta Sharma (DIN-07080870)	Mr.Anuj Agarwal (DIN-02984121)	Mr. Laxmikant Jajodia (DIN-00570216)	Mr. Anup Chattopadhyay (DIN-10042485)	Ms. Poonam Bathwal (DIN-10045592)
12thMay, 2022	Yes	Yes	Yes	Yes	NA	NA	NA	NA
27thMay, 2022	Yes	Yes	Yes	Yes	NA	NA	NA	NA
11th August, Yes 2022	Yes	Yes	Yes	Yes	NA	NA	NA	NA
11th November, 2022	Yes	Yes	Yes	Yes	NA	NA	NA	NA
16th January, 2023	Yes	Yes	Yes	Yes	NA	NA	NA	NA
25th January, 2023	NA	NA	NA	Yes	Yes	Yes	NA	NA
8th February, 2023	NA	Yes	NA	Yes	Yes	Yes	NA	NA
15thMarch, 2023	NA	Yes	No	Yes	Yes	Yes	NA	NA
TOTAL	5	7	5	8	3	3	0	0

INTERNALCONTROL SYSTEMSAND THEIRADEQUACY

The Company has an Internal Control System, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

STATUTORYAUDITORS

At the 27th Annual General meeting held on September 21, 2021, the members had appointed M/s. B.P.Agarwal and Associates, CharteredAccountants, Kolkata, having registration number 316155E as the statutory auditors of the Company for a period of 5 years upto March 31,2026 and therefore they continue to hold office.

Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. B.P.Agarwal and Associates have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. M/s. B.P.Agarwal and Associates have also confirmed that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations.

STATUTORYAUDITORS REPORT

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the year under review.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees during the year under review.

DIRECTORS AND KMP

Mr.Laxmi Kant Jajodia was appointed as an additional director, independent and non-executive, on the Board of the Company w.e.f.16.01.2023.

Mr.Anuj Agarwal was appointed as an additional director, promoter and executive, on the Board of the Company w.e.f.16.01.2023.

Mr.BholaNathManna resigned from the Board w.e.f.16.01.2023.

Mr. Sanj ay Agarwal resigned from the Board w. e.f.16.01.2023.

Mr.Anup Chattopadhyay was appointed as an additional director, independent and non-executive, on the Board of the Company w. e.f.15.03.2023.

Ms.Poonam Bathwal was appointed as an additional director, professional and non-executive, on the Board of the Company w.e.f. 15.03.2023.

Ms.Mamta Sharma resigned from the Board w.e.f. 15.03.2023.

Mr.Keshav Kumar Saraf resigned from the Board w.e.f. 15.03.2023.

Mr.Anuj Agarwal was also appointed as the Managing Director of the Company w.e.f.25.01.2023.

Ms. Poonam Bathwal, Director of the Company, retires by rotation and being eligible offers herself for re-appointment. The Board recommends her reappointment at the ensuing Annual General Meeting. Ms.Poonam Bathwal was also appointed as the whole-time Company Secretary w.e.f. 15.03.2023. Ms.Mamta Sharma resigned from her position as Company Secretary w.e.f.15.03.2023.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7)of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6).

ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3) (p) of the Companies Act, 2013.

SITUATION OF RE GISTERED OFFICE OFTHE COMPANY

The address of the registered office of the Company was changed w.e.f.15.03.2023 to "Avani Signature", 91A/1,Park Street, 7thFloor,Kolkata-700016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Since the Company is a Non Banking Finance Company, the disclosure regarding particulars of loans given, guarantees given and security provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS ORARRANGEMENTSWITH RELATED PARTIES

There are no related party transactions during the year and henceforth particulars of every contract or arrangements entered into by the Company with Related Parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is not attached.

SUBSIDIARIES, JOINTVENTURESANDASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate. During the year, the Company has not entered into any JointVenture.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unpaid/ unclaimed dividend. Hence, the provisions of Section 125 of the Companies Act,

2013 do not apply.

PROCEEDINGUNDERINSOLVENCYAND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31 st March, 2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

SHARES

a. BUYBACKOFSECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEATEQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUSSHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEESSTOCKOPTIONPLAN

The Company has not provided any Stock Option Scheme to the employees.

PARTICULARS OFEMPLOYEES

Statement containing particulars of Top 10 employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 1 forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

CONSERVATION OF ENERGY & TECHNOLOGYABSORPTION:

The company has no activity relating to conservation of energy or technology absorption, details of which are required to be furnished in this report as per the provision of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014

FOREIGN EXCHANGE EARNING & OUTGO

There were no foreign exchange earning and outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 13 4(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards, have been followed and there are no material departures from the same;

(ii) 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 as at the end of the financial year and of the profit of the Company forthatperiod;

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

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(vi) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

RISKMANAGEMENTPOLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

REMUNERATIONPOLICY

Your Companys Remuneration Policy enumerates the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel on the basis of their qualifications, positive attributes and independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013.

BOARD DIVERSITY POLICY

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to attract and maintain a Board whichhas an appropriate mix of diversity, skills, experience and expertise. The Board composition as on the date of this report meets the above objective.

WHISTLE BLOWER POLICY /VIGILMECHANISM

The Company has established a vigil mechanism which monitors through the Audit committee to take care of the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concern. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of company employees and the Company.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

The Companys Policy for determination of materiality of events/ information has been designed to promote transparency and ensures that the stakeholders are informed regarding the major and material events of the Company. The objective of this policy is to put in place a framework for disclosure of events and information to the stock exchanges, in line with the requirements prescribed under Regulation 30 of the Listing Regulations and to ensure that such information is disclosed to the Stock Exchanges in a timely and transparent manner.

CODEOFCONDUCT

Details of the Companys Code of Conduct for members of its Board and for Senior Management Personnel framed in terms of Regulation 17(5) of the Listing Regulations have been included in the Corporate Governance Report forming part of the Annual Report.

All Board members and Senior Management personnel have affirmed compliance with the code of conduct for FY 2022-2023. A declaration to this effect signed by the Whole-time Director of the Company is included inthisAnnual Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

With an aim to guard the interest of general investors, your Company has laid down a Code of Conduct to regulate, monitor and report trading by Designated Persons which is applicable to all the Promoters, Directors and such other persons defined as designated persons and to their immediate relatives as well.

Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. This Code lays down principles and practices to be followed by the Company with respect to adequate and timely disclosure of unpublished price sensitive information.

ANNUALRETURN

The Annual Return as required under Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, is placed on the Companys website and is available on the weblink: http://www.steptwo.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled Corporate Governance has been included in this Annual Report, along with the Reports on Management Discussion and Analysis and General Shareholder Information.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31st March, 2023, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

SECRETARIALAUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates, a firm of Company Secretaries in Practice (FCS No.6397, CP No.5184) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith. The same does not contain any qualification, reservation or adverse remark or disclaimer.

COMMITTEES OFBOARD OF DIRECTORS

The Board has seven Committees out of which five have been mandatorily constituted in compliance with the requirements of Companies Act, 2013 and Listing Regulations and two non-mandatory Committees have been constituted. The Board has constituted following Committees to deal with matters and to monitor activities falling within their respective terms of reference:-

Mandatory Committees

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Non-mandatory Committees

- Share Transfer Committee

Details of composition of the above Committees, their terms of reference, number of meetings held during the year, attendance therein and other related aspects are provided in the Corporate Governance Report forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations ofits Committees.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

During the Financial Year 2022-23, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL)ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition & redressal of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)Act, 2013 and the rules made there under. During the financial year 2022-23, the Company has not received any complaints of sexual harassment.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Companys clients, Bankers, Business Associates, Shareholders, well wishers and employees, for their valued and timely support and advice to your company during the year & look forward to their continued support.

Regd. Office:	For and on behalf of the Board
"Avani Signature"
91A/1, Park Street	Anuj Agarwal	Anup Chattopadhyay
7th Floor,	Managing Director	Director
Kolkata - 700 016	DIN:02984121	DIN: 10042485
Date: 26.05.2023