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Auditor Report of Step Two Corporation Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Step Two Corporation Ltd., which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate interna! financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the ' purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters, specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 154 (2) of the Act; and

f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company does not have any pending litigations which would impact its financial position;

ii. the Company did not have any long term contract including derivatives contracts for which there were any material foreseeable losses; and

iii. there were no amount which is required to be transferred to the Investor Education and Protection Fund by the Company,

As required by the "Non Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 1998", we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said Directions, namely the following: -

1. The company, incorporated prior to January 9, 1997, has applied for registration as provided in section 451A of the Reserve Bank of India Act, 1934 (2 of 1934), The Company has been granted certificate of registration as NBFC by the Reserve Bank of India & the Registration no. is 05,02614 dated 04.06.1998.

2. The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

3. The Company has not accepted any public deposits during the year under reference.

4. The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.





ANNEXURE TO THE INDIPENDENT AUDITORS REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

1. Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As explained to us, all fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

2. In respect of its inventories:

a. As explained to us, inventory have been physically verified by the management at regular interval during the year.

b. In our opinion and according to information & explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of -inventory as compared to the books of accounts.

3. The company has not granted any loans secured or unsecured to companies, firm and other parties covered in the register maintained under section 189 of Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the si2e of the Company and the nature of its business with regard to purchase of inventory, purchase of fixed assets and sale of product & services. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, in respect of activities of the Company.

7. In respect of Statutory dues:

a. According to the records maintained by the Company and information and explanations given to us, undisputed statutory dues in respect of Income Tax, wealth tax, sales tax, custom duty, excise duty, Service Tax, Cess and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2015 for a period of more than six months from the date of become payable.

b. There are no Disputed Statutory dues.

c. According the information and explanations given to us there were no amount which is required to be transferred to the Investor Education and Protection Fund, during the year, by the company.

8. The company has accumulated loss of Rs. 22,33,598/- at the end of the financial year. It has not incurred any cash losses in the financial year and in the immediately preceding financial year.

9. The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

10. In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

11. The Company has not taken any term loans from bank or financial institution during the period under reference.

12. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

for AGRAWAL SINGHANIA & CO. Chartered Accountants

Place : Kolkata (Sanjay Kumar Agrawal) Date : 20.05.2015 partner Membership No. 056837




Mar 31, 2014

We have audited the accompanying financial statements of Step Two Corporation limited, which comprise the Balance Sheet as at March 31, 2014, the Profit and Loss Account and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date;

c) in the case of the Cash Flow Statement, Of the cash flows for the year ended on the date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations 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 those books

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITORS REPORT

1) In respect of its fixed assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies were noticed on such verification.

c. There was no substantial disposal of fixed assets during the year

2) In respect of its inventories:

a. As explained to us, the inventories have been physically verified by management at regular intervals during the year.

b. In our opinion and according to information and explanation given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) In respect of Loans, secured or unsecured granted to or taken from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has not given any loans secured or unsecured to companies, firms & other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

b. The Company has not taken any loans secured or unsecured from companies, firms & other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

4) In our opinion, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase and sale of inventories and fixed assets.

5) In respect of contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Companies act, 1956 have been so entered.

b. In our opinion and according to information and explanation given to us, no transactions are made in pursuance of contracts or arrangements entered in the register maintained under section301 of the Companies Act, 1956.

6) The Company has not accepted any deposits under the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act and the rules framed there under.

7) According to the information and explanations given to us, the company does not have an internal audit system commensurate with its size and nature of its business.

8) No cost record has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9) In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Income Tax, Service Tax, Cess and other statutory dues have been regularly deposited with the appropriate authorities According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2014 for a period of more than six months from the date of become payable.

b. The details of disputed statutory dues are as under:

Status Period for which Amount of Disputed related demand payable

Income Tax Act, 1961 2005-06 Rs.3,96,105

Status remark

Income Tax Act, 1961 Pending with C.I.T.(A)

10) The Company has been registered for a period of more than five years and it has accumulated losses of Rs.22,58,056/-at the end of the financial year. It has not incurred any cash loss in the current financial year nor in the immediately preceding financial year.

11) The company does not have dues to a financial institution or bank or debenture holders.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the company is not a chit fund or a nidhi or mutual benefit fund / society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to it.

14) In our opinion, the company has maintained proper records of transactions and contracts in respect of trading in shares & other investments and timely entries have been made therein and the shares, securities, debentures and other securities have been held by the company, in its own name.

15) The company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16) The Company has not taken any term loans during the year under reference.

17) The Company has not raised any funds on short-term basis, which have been used for long term investment.

18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19) The Company has not raised any money by issue of debentures.

20) The Company has not raised any money by public issue during the year.

21) As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For AGRAWAL SINGHANIA & CO. Chartered Accountants

Place: Kolkata (Sanjay Kumar Agarwal) Date: 30.04.2014 Partner Membership No. 056837






Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Step Two Corporation Limited, which comprise the Balance Sheet as at March 31, 2013, the Profit and Loss Account and Cash Flow Statement for the year men ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made" by management, as weU as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

b) in the case of the Profit and Loss Account, of the profit/ loss forthe year ended On that date;

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on the date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies {Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. AsrequiredbysectJon227(3)oftheAct,wereportthat:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe 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 those books

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31,2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO AUDITOR''S REPORT

1) In respect of its fixed assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies were noticed on such verification.

c. There was no substantial disposal of fixed assets during the year

2) In respect of its inventories:

a. As explained to us, the inventories have been physically verified by management at regular intervals during the year.

b. In our opinion and according to information and explanation given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of me company and the nature of its business.

c. The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) In respect of Loans, secured or unsecured granted to or taken from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has not given any loans secured or unsecured to companies, firms & other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

b. The Company has not taken any loans secured or unsecured from companies, firms & other parties covered in the register maintained u/s 301 of the. Companies Act, 1956.

4) In our opinion, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase and sale of inventories and fixed assets.

5) Inrespeci of contract sorarrangement sreferredto in Sectibn 301 of the Companies Act,1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Companies act, 1956 have been so entered.

b. In our opinion and according to information and explanation given to us, no transactions are made in pursuance of contracts or arrangements entered in the register maintained under section 301 of me Companies Act, 1956.

6) The Company has not accepted any deposits under the provisions of Section 58A and 5SAA or any other relevant provisions of the Companies Act and the rules framed there under.

7) According to the information and explanations given to us, the company does not have an internal audit system commensurate with its size and nature of its business.

8) No cost record has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9) In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Income Tax, Service Tax, Cess and other statutory dues have been regularly deposited with the appropriate authorities According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2013 for a period of more than six months from the date of become payable.

10) The Company has been registered for a period of more than five years and it has accumulated losses of Rs.23,90,157/- at the end of the financial year. It has not incurred any cash loss in the current financial year nor in the immediately preceding financial year.

11) The company does not have dues to a financial institution or bank or debenture holders.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the company is not a chit fund or a nidhi or mutual benefit fund / society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to it.

14) In our opinion, the company has maintained proper records of transactions and contracts in respect of trading in shares & other investments and timely entries have been made therein and the shares, securities, debentures and other securities have been held by the company, in its own name.

15) The company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16) The Company has not taken any term loans during the year under reference.

17) The Company has not raised any funds on short-term basis, which have been used for long term investment.

18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19) The Company has not raised any money by issue of debentures.

20) The Company has not raised any money by public issue during the year.

21) As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

Registered Office: By Order of the Board

21, Hemant Basu Sarani, Bbola Nath Manna

5th Floor, Suite No. 507, Executive Director

Kolkata 700001

Dated: 2nd September, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Step Two Corporation Limited, as at 31st March, 2012, and the Profit and Loss Account of the company annexed thereto for the year ended on that date and the cash flow statement for the period ended on that date, which we have signed under reference to this report. 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

We have 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 misstatement. An audit includes examining, on a 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.

As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, (together the 'Order") issued by the Central Government of India in terms of Section 227(4A) of the Act and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

We further report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit

2. In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books of the company.

3. The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of accounts of the company.

4. In our opinion the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of directors, we report that none of the directors are disqualified as on 31st March 2012 from being appointed as a director in terms of dause (g) of subjection (1) of section 274of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet & the Profit & Loss Accounts read together with and subject to the

Notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company ason 31stMarch, 2012,

b) In the case of the Profit and Loss Account, of the Profit of the company for the year ended on that date.

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

As required by the "Non Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 1998", we further state mat we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said Directions, namely the following:-

i) The company, incorporated prior to January 9,1997, has applied for registration as provided in section 45IA of the Reserve Bank of India Act, 1934 (2 of 1934). The Company has been granted certificate of registration as NBFC by the Reserve Bank of India & the Registration no. is 05.02614 dated 04.06.1998.

ii) The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

iii) The Company has not accepted any public deposits during the year under reference.

iv) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.

ANNEXURE TO AUDITORS' REPORT

1) In respect of its fixed assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies were noticed on such verification.

c. There was no substantial disposal of fixed assets during the year

2) In respect of its inventories:

a. As explained to us, the inventories have been physically verified by management at regular intervals during the year.

b. In our opinion and according to information and explanation given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) In respect of Loans, secured or unsecured granted to or taken from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. The Company has not given any loans secured or unsecured to companies, firms & other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

b. The Company has not taken any loans secured or unsecured from companies, firms & other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

4) In our opinion, there are adequate internal control procedures commensurate with ihe size of the company and nature of its business with regard to the purchase and sale of inventories and fixed assets.

5) In respect of contracts or arrangements referred to in Section 30l of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Companies act, 1956 have been so entered.

b. In our opinion and according to information and explanation given to us, no transactions are made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

6) The Company has not accepted any deposits under the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Acfeand the rules framed there under.

7) According to the information and explanations given to us, the company does not have an internal audit system commensurate with its size and nature of its business.

8) No cost record has been prescribed by the Central Government under da use (d) of sub-section (1) of section 209 of the Act

9) In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Income Tax, Service Tax, Cess and other statutory dues have been regularly deposited with the appropriate authorities According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2012 for a period of more than six months from the date of become payable.

b. The details of disputed statutory dues are as under:

Status Period for which Amount of Disputed remark related demand payable

Income Tax Act, 2005-06 Rs. 3,96,105 Rending with 1961 C.I.T.(A)

10) The Company has been registered for a period of more than five years and it has accumulated losses of Rs.25,81,155/- at the end of the financial year. It has not incurred any cash loss in the current financial year nor in the immediately preceding financial year.

11) The company does not have dues to a financial institution or bank or debenture holders.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the company is not a chit fund or a nidhi or mutual benefit fund / society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to it.

14) In our opinion, the company has maintained proper records of transactions and contracts in respect of trading in shares & other investments and timely entries have been made therein and the shares, securities, debentures and other securities have been held by the company, in its own name.

15) The company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to (he interest of the company.

16) The Company has not taken any term loans during the year under reference.

17) The Company has not raised any funds on short-term basis, which have been used for long term investment.

18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19) The Company has not raised any money by issue of debentures.

20) The Company has not raised any money by public issue during me year.

21) As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

For AGRAWAL SINGHAN1A & CO.

Charted Accountants

Place : Kolkata (Sanjay Kumar Agrawal)

Date : 30.04.2012 Partner

Membership No. 056837


Mar 31, 2011

We have audited the attached Balance Sheet of M/s. Step Two Corporation Limited, as at 31st March, 2011, and the Profit and Loss Account of the company for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date, which we have signed under reference to this report. 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.

We have 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 misstatement. An audit includes examining, on a 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 bur opinion.

As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, (together the 'Order') issued by the Central Government of India in terms of Section 227(4A) of the Act and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

We further report that:

1. We have obtained all information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books of the company.

3. The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of accounts of the company.

4. In our opinion the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of directors, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet & the Profit & Loss Accounts read together with and subject to the

Notes thereon and Schedule annexed thereto give *tbe information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In case of the Balance Sheet, of the state of affairs of the Company as on 31st March, 2011;

b) In case of the Profit and Loss Account, of the profit of the company for the year ended on that date;

c) In case of cash flow statement, of the cash flows for the year ended on that date.

As required by the "Non Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 1998", we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said Directions, namely the following:-

i) The company, incorporated prior to January 9,1997, has applied for registration as provided in section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). The Company has been granted certificate of registration as NBFC by the Reserve Bank of India & the Registration no. is 05.02614 dated 04.06.1998.

ii) The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

iii) The Company has not accepted any public deposits during the year under reference.

iv) The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.

ANNEXURE TO AUDITORS' REPORT

1. In respect of its fixed assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies were noticed on such verification..

c. The company has not disposed off substantial part of fixed assets during the year and it has not affected the going concern status of the 'company.

In respect of its inventories:

a. As explained to us, the inventories have been physically verified by the management at regular intervals during the year.

b.In our opinion and according to information and explanation given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate

in relation to the size of the company and the nature of its business.

c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies 'noticed on physical verification of inventory as compared to the book records.

3. In respect of locates, secured or unsecured granted to or taken from Companies/firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a. According to the information and explanations giver* to us, the-company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained. u/s3Ql of the Companies Act, 1956.

b. The Company has not taken any loans secured or unsecured from companies, firms or other parties covered the register maintained u/s 301 of the Companies Act, i 956.

4. In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purpose of inventory and fixed assets and for sale of goods and supply of services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

5. In respect of contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 are made at price which are reasonable having regard to prevailing market prices at relevant time.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under.

7. According to the information and' explanations given' to us the company does not have an internal audit system commensurate with its size and nature of its business.

8. We cost record has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues including Income Tax, Service Tax, Cess and other statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2011 for a period of more than six months from the date of become payable..

b. There are no disputed statutory dues.

10. The Company has been registered for a period of more than five years and it has an accumulated losses of Rs.30,39,082/- [Previous Year: Rs.30,69,474/-] at the end of the financial year. It fias not incurred any cash losses in the current financial year but it has incurred cash losses of Rs.23,36,002/-in the immediately preceding financial year.

11., The company does not have any dues payable to a bank or financial institution or debenture holders.

12. In our opinion and according to information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. According to information and explanations given to us, the company is not-a chit fund or a nidhi or mutual benefit fund / society. Accordingly, the provisions of Clause 4(xiii) of the Order are not applicable to it.

14. In our opinion, the company has maintained proper records of transactions and contracts in respect of trading in shares & other investments and timely entries have been made therein and the shares, securities, debentures and other securities have been held by the company, in its own name.

15. On the basis of records examined by us and information provided by the management, we are Of the opinion that the company has not given guarantees for loan taken by other from banks or financial Institution.

16. The Company has not taken any term loans during the year under reference.

17. Based on the overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long term investment.

18. The company has not made any preferential allotment of shares to parties and companies cohered in the Register maintained under section 301 of the Act.

19. The Company has not raised any money by issue of debentures.

20. The Company has not raised any money by public issue during the year under audit. ¦

21. As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.



For AGRAWAL SINGHANIA & CO.

Chartered Accountants

Place : Kolkata (Sanjay Kumar Agrawal)

Date : 30.04.2011 Partner Membership No. 056837


Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Step Two Corporation Limited, as at 31st March, 2010, and the Profit and Loss Account of the company for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our Audit.

We have 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 misstatement. An audit includes examining, on a 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.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, (together the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

We further report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of the books of the company.

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts of the company.

4. In our opinion the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the directors, as on 31" March, 2010, and taken on record by the Board of directors, we report that none of the directors are disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet & the Profit & Loss Accounts read together with and subject to the Notes thereon and Schedules annexed thereto give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as on 31st March, 2010,

b) In the case of the Profit and Loss Account, of the Loss of the company for the year ended on that date,

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

As required by the "Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998", we further state that we have submitted a Report to the Board of Directors of the Company containing a statement on the matters of supervisory concern to the Reserve Bank of India as specified in the said Directors, namely the following :-

i). The company, incorporated prior to January 9,1997, has applied for registration as provided in section 45IA of the Reserve Bank of India Act, 1934 (2 of 1934). The Company has been granted certificate of registration as NBFC by the Reserve Bank of India & the Registration No. is 05.02614 dated 04.06.1998.

ii). The Board of Directors of the Company has passed a Resolution for non-acceptance of any public deposits.

iii). The Company has not accepted any public deposits during the year under reference.

iv). The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning of bad doubtful debts as applicable to it.

ANNEXURE TO AUDITORS REPORT

1). a. The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies were noticed on such verification.

c. There was no substantial disposal of fixed assets during the year.

2). The nature of the business of the company is dealing in shares and securities and financing activities. In view of the said nature of business Accounting Standard 2 "Valuation of Inventories" is not applicable to the company.

Accordingly, clauses (ii)(a), (ii)(b) and (ii)(c) of paragraph 4 of the Order are not applicable.

3). a. According to the information and explanations given to us the Company has not granted loans to any person covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly clauses (iii)(a), {iii)(b), {iii)(c), (Hi)(d) of paragraph 4 of the Order are not applicable to the Company.

b. The Company has not taken any loans secured or unsecured from companies, firms & other parties covered in the register maintained u/s 301 of the Companies Act, 1956, Accordingly clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable to the Company.

4). In our opinion, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase and sale of inventories and fixed assets.

5) a. In our opinion and according to the information and explanations given to us, no contracts or arrangements as referred to in section 301 of the Act have been entered into by the Company. Accordingly clauses (v)(a) and (v)(b) of paragraph 4 of the Order are not applicable to the Company.

b. The register, required to be maintained under section 301 of the Companies Act, 1956 has been properly maintained.

6) The Company has not accepted any deposits under the provisions of Section 58A and58AA or any other relevant provisions of the Act and the rules framed there under.

7) According to the information and explanations given to us, the company does not have an internal audit system commensurate with its size and nature of its business.

8) No cost record has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9) a. The Company is regular in depositing undisputed statutory dues in respect of Income tax, cess and any other statutory dues with the appropriate authorities. Provisions of the Employees Provident Fund, Miscellaneous Provisions Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Excise Duty are not applicable to the Company.

b. According to the information and explanations given to us and the records of the Company examined by us, there are no statutory dues, which have not been deposited on account of any dispute.

10) The Company has been registered for a period of more than five years and it has accumulated losses of Rs. 43,23,838.18/- at the end of the financial year, it has incurred cash loss of Rs. 15,95,305.64/- in the current financial year but it has not incurred any gash loss in the immediately preceding financial year.

11) The company does not have dues to a financial institution or bank or debenture holders.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit funds / nidhi / mutual benefit funds / societies are not applicable to it.

14) In our opinion, the company has maintained proper records of transactions and contracts in respect of trading in shares & other investments and timely entries have been made therein and the shares, securities, debentures and other securities have been held by the company, in its own name.

15) The company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

16) The Company has not taken any term loans during the year under reference.

17) The Company has not raised any funds on short-term basis, which have been used for long term investment.

18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19) The Company has not raised any money by issue of debentures.

20) The Company has not raised any money by public issue during the year.

21) As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.



For AGRAWAL S1NGHAN1A & CO.

Chartered Accountants



Place : Kolkata (Sanjay Kumar Agrawal)

Date: 30.04.2010 Partner

 
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