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 Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 |
|
|