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Step Two Corporation Ltd.

BSE: 531509 Sector: Financials
NSE: N.A. ISIN Code: INE623D01015
BSE LIVE 12:08 | 23 Nov 10.49 0
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10.49

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 10.49
PREVIOUS CLOSE 10.49
VOLUME 11
52-Week high 11.80
52-Week low 9.70
P/E 27.61
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.49
CLOSE 10.49
VOLUME 11
52-Week high 11.80
52-Week low 9.70
P/E 27.61
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Step Two Corporation Ltd. (STEPTWOCORP) - Director Report

Company director report

Your Directors have pleasure in presenting the Twenty second Annual report on thebusiness and operations of the Company together with Audited statements of accounts forthe year ended 31st March 2016.

FINANCIAL HIGHLIGHTS:

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

Current YEAR Previous YEAR
(Rs.) (Rs.)
Profit before Interest Depreciation & taxes 389556 226304
Less: Finance Charges 11835 2300
Profit / (Loss) before Depreciation & Taxes 377721 224004
Less: Depreciation 109402 143067
Profit/(Loss) Before Provision & Taxes 268319 80937
Current Tax 118760 37216
Add/(Less) : Deferred Tax 25595 (4398)
Income Tax for the previous year 5243
Profit/(Loss) after Tax 175154 34080
Transfer to Reserve Fund 35031 6816
Balance brought forward from last year (2233598) (2260861)
Balance Carried to Balance Sheet (2093474) (2233598)

DIVIDEND

With a view to conserving resources and building up reserves your Directors do notrecommend

payment of Dividend for the year.

STATE OF COMPANY AFFAIRS

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

FUTURE OUTLOOK

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

DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

TRANSFER TO RESERVES

An amount of Rs.35031 has been transferred to the Reserve Fund.

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March 2016 11 Board Meetings were held on 27thApril 2015 15th May 2015 20th May 2015 15th July 201531st July 201514thAugust2015 9th November 2015 31st December 2015 4th February 2016 10th February2016 and 15th March 2016. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

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

Board Meeting Date Mr. Sanjay Agarwal Mr. Keshav Kumar Saraf Mr. Bhola Nath Manna Ms. Mamta Sharma
(DIN- 00571217) (DIN- 00595594) (DIN- 03345433) (DIN- 07080870)
27th April 2015 Yes Yes Yes Yes
15th May 2015 Yes Yes Yes Yes
20th May 2015 Yes Yes Yes Yes
15th July2015 Yes Yes yes Yes
31st July 2015 Yes Yes Yes Yes
14th August 2016 Yes Yes yes yes
9th November 2015 Yes Yes Yes Yes
31st December 2015 Yes Yes Yes Yes
4th February 2016 Yes Yes Yes Yes
10th February 2016 Yes Yes Yes Yes
15th March 2016 Yes Yes Yes Yes
TOTAL 11 11 11 11

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

AUDITORS AND AUDITORS' REPORT

Auditors' Report contains no remark requiring explanation.

At the 20th Annual General meeting held on September 30 2014 the members hadappointed M/s Agrarwal Singhania & Co. Chartered Accountants Kolkata havingregistration number 323512E as the statutory auditors of the Company for a period of 5years upto March 31 2019 subject to them ratifying the said appointment at every AGM.The Company has received a

(2) confirmation from M/s Agrarwal Singhania & Co. Chartered Accountants to theeffect that their appointment if made at the ensuing AGM would be in terms of Sections139 and 141 of the Companies Act 2013 and rules made there under. The board proposes tothe members to ratify the said appointment of M/s Agrarwal Singhania & Co. CharteredAccountants.

DIRECTORS

Ms. Mamta Sharma Director of the Company retires by rotation and being eligibleoffers herself for re-appointment. The Board recommends her reappointment at the ensuingAnnual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7)of the Companies Act 2013 that the Independent Directors ofthe 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 itscommittees and individual directors as required under Section 134(3) (p) of the CompaniesAct 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich 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 wouldimpact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES

The Company did not have any employee during the financial year hence disclosure underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The company has no activity relating to conservation of energy or technologyabsorption details of which are required to be furnished in this report as per theprovision 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 134(5) of the Companies Act 2013with

respect to Directors' Responsibility Statement the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 'goingconcern' basis.

(v) the directors had devised proper systems to ensure compliance with the provisionsof 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as on the financial year ended 31st March 2016 in FormMGT 9 is annexed hereto and forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATEGOVERNANCE

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

All Board members and Senior Management personnel have affirmed compliance with thecode of conduct for FY 2015-2016. A declaration to this effect signed by the Whole-timeDirector of the Company is included in this Annual Report.

SECRETARIAL AUDIT 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 hasappointed Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates a firm ofCompany Secretaries in Practice (FCS No.6397 CP No.5184) to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith. The same does notcontain any qualification reservation or adverse remark or disclaimer.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company's clients BankersBusiness Associates Shareholders well wishers and employees for their valued and timelysupport and advice to your company during the year & look forward to their continuedsupport.

Place : Kolkata For and on behalf of the Board
Dated : 17.05.2016 Bhola Nath Manna (DIN- 03345433)
Sanjay Agarwal (DIN- 00571217)
Directors