Directors Report of Step Two Corporation Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the Twenty first Annual report on the business and if together with Audited statements of accounts for the year ended 31st

FINANCIAL HIGHLIGHTS

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

Current Previous year YEAR (Rs.) (Rs.)

Profit before Interest, Depreciation & taxes 2,26,304 3 12 698

Less: Finance Charges 2 300 _

Profit / (Loss) before Depreciation & Taxes 2,24,004 3 12 698

Less: Depreciation 1,43,067 1,02,620

Profit/(Loss) Before Provision & Taxes 80,937 2 10 078

Curren,Tax 37,216 51,634

Add/(Less): Deferred Tax (4 398) 3 175

Income Tax for the previous year 5 243

Profit/Loss) after Tax 34.080 1 61619

Transfer-to Reserve Fund 6,816 32 324

Balance brought forward from (22,60,861) (23,90 157) last year

Balance Carried to Balance Sheet (22,33,598) (22 60 861)

DIVIDEND

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

STATE OF COMPANY AFFAIRS

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

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. 6,816/- has been transferred to the Reserve Fund,

MEETINGS OF BOARD OF DIRECTORS

During the financial year ended 31st March, 2015, 8 Board Meetings were held on 30th April, 2014, 21st May, 2014,30th June'2014, 31st July, 2014, 31st October, 2014,31st January,2015,5th February, 2015, and 10th March,2015.The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Interned 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.

AUDITORS AND AUDITORS' REPORT

Auditors' Report contains no remark requiring explanation.

At the 20th Annual General meeting held on September 30, 2014, the members had appointed M/s Agrawal Singhania & Co., Chartered Accountants, Kolkata, having registration number 323512E as the statutory auditors of the Company for a period of 5 years upto March 31, 2019, subject to them ratifying the said appointment at every AGM. The Company has received a confirmation from M/s Agrawal Singhania & Co., Chartered Accountants, to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under. The board proposes to the members to ratify the said appointment of M/s Agrawal Singhania & Co., Chartered Accountants.

DIRECTORS

Ms. Mamta Sharma was appointed as Additional Director of the Company on 5th February, 2015 by the Board of Directors and her appointed is recommended to be confirmed by the shareholders in the forthcoming Annual General Meeting.

Mr.Basant Kumar Agarwal was appointed as Chief Financial Officer (Key Managerial Personnel) of the Company on 5th February, 2015 by the Board of Directors.

Ms. Mamta Sharma was appointed as Company Secretary (Key Managerial Personnel) on 20th May, 2015 by the Board of Directors.

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 OR ARRANGEMENTS WITH RELATED PARTIES

There are no related party transactions during the year,the particulars of contract or arrangements entered into by the Company with Related parties as per Section 188(1) of the Companies Act, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE 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

No significant material orders has been passed by the Regulators / Courts which would impact 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 under Section 197 of the Companies Act, 2013, read with Rule 5{2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The company has no activity relating to conservation of energy or technology absorption, hence, the details as 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 are not applicable. 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, 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, 2015, 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 for that period;

(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.

RISK MANAGEMENT POLICY

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.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as on the financial year ended 31st March, 2015 in Form MGT 9 is annexed hereto and forms a part of this report.

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

In accordance with Clause 49 of the listing agreements, the Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance together with a certificate from the Statutory Auditors, in compliance with clause 49 of the Listing Agreement, is attached as part of this 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 has appointed Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith.

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.

Place : Kolkata For and on behalf of the Board Dated : 20.05.2015 Bhola Nath Manna Sanjay Agarwal Directors

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31 st March, 2014. FINANCIAL HIGHLIGHTS:

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

Current Previous YEAR YEAR Rs. Rs.

Profit before Interest, Depreciation & taxes 3,12,698 4,14,348

Less: Finance Charges — 21,584

Profit/(Loss) before Depreciation & Taxes 3,12,698 3,92,764

Less: Depreciation 1,02,620 1,14,915

Profit/(Loss) Before Provision & Taxes 2,10,078 2,77,849

Current Tax 51,634 36,446

Add/(Less): Deferred Tax (3,175) (2,655)

Income Tax for the previous year — —

Profit/(Loss) after Tax 1,61,619 2,38,748

Transfer to Reserve Fund 32,324 47,750

Balance brought forward from last year (23,90,157) (25,81,155)

Balance Carried to Balance Sheet (22,60,861) (23,90,157)

DIVIDEND

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

OPERATING PERFORMANCE

During the year under review, your Company has posted a net profit of Rs.2.10 Lacs compared to previous year Rs.2.78 Lacs mainly on account of declining interest rate.

The year 2013-2014 witnessed high inflationary conditions backed by poor industrial growth which led - to a decline in the return on financial market instruments thereby adversely affecting the revenues of most NBFCs. Your directors are optimistic that with a change in political powers in the country and an emphasis on industrial growth, the revenues of the company are sure to rise in the near future.

DIRECTORS

Shri Bhola Nath Manna retires from office by rotation, and being eligible offers himself for reappointment. The particulars in respect of the retiring Director are furnished in the Corporate Governance report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm that:

1. In the preparation of the annua! accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. Your 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 at the end of the financial year and of the Profit of the company for that period.

3. Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. Your directors have prepared the accompanying Annual Accounts on a going concern basis.

AUDITORS

M/s Agrarwal Singhariia & Co., Chartered Accountants, Kolkata, statutory Auditors of your Company hold office till the conclusion of the 20th Annual General Meeting and are recommended for re- appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required under Section 383A of the Companies Act, 1956 issued by a Practising Company Secretary, is enclosed and forms part of this report.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under section 217 (2 A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A detailed report on the corporate governance together with a certificate from the Statutory Auditors, in compliance with clause 49 of the Listing Agreement, is attached as part of this report Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

INFORMATION AS PER SEC 217(1)(e)OF THE COMPANIES ACT 1956

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B. pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

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.

Place: Kolkata For and on behalf of the Board

Dated: 30.04.2014 Bhola Nath Manna Sanjay Agarwal Directors

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Mar 31, 2013

The Directors have pleasure in presenting the Nineteenth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March, 2013. FINANCIAL HIGHLIGHTS: The summarised financial results of the Company are given here under: Currept, Previous YEAR YEAR Rs. Rs.

Profit before Interest, Depreciation & taxes 4,14,348 9,05,240

Less: Finance Charges 21,584

Profit/ (Loss) before Depreciation & Taxes 3,92,764 9,05,240

Less: Depreciation 1,14,915 1,15,136

Profi»/(Loss) Before Provision & Taxes 2,77,849 7,90,104

CurrentTax 36,446 2,40,336

Add/(Less): Deferred Tax (2,655) 12,024

Income Tax for the previous year

Profit/(Loss) after Tax 2,38,748 5,62,505

Transfer to Reserve Fund 47,750 1,12,501

Balance brought forward from last year (25,81,155) (30,31,159)

Balance Carried to Balance Sheet (23,90,157) (25,81,155)

MVIPEWP

The Company''s Dividend policy is based on the need to balance the objectives of rewarding the shareholders with Dividend and retaining the earned surplus to support future growth and healthy Capital Adequacy Ratio. With a view to conserving resources and building up reserves, your Directors do not recommend payment of Dividend for the year.

OPERATING PERFORMANCE

During the year under review, your Company has posted a net profit of Rs.2.78 Lacs compared to previC4isyearRs.7.9I^KsmainlyonaccountofdecIininginterestrate.

The year 2012-2013 witnessed a dicline in the prevalent market rates of interest thereby affecting the company''s profitability adversely. Your Directors expect brighter days ahead since interest rates are expected to stabilise durinq the next fiscal year.

DIRECTORS

Shri Bhola Nath Manna retires from office by rotation, and being eligible offers himself for reappointment. The particulars in respect of the retiring Director are furnished in the Corporate Governance report forming part of the Annual Report. DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. Your 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 ofaffairsofthe Company at theend ofme financial yearand of the Profit of thecpmpanyfor thatperiod.

3. Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. Your directors have prepared the accompanying Annual Accounts on a going concern basis. AUDITORS

M/s Agrarwal Singhania & Co., Chartered Accountants, Kolkata, statutory Auditors of your Company hold office till the conclusion of the 19th Annual General Meeting and are recommended for re- appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224( 1C) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate as required under Section 383A of the Companies Act, 1956 issued by a PractisingCompany Secretary, is enclosed and forms part of this report

PERSONNEL

During the year, no employee was in receipt of remuneration of or in Excess of the amount prescribed under section 217(2A) of the Companies Act,1956.

CORPORATE GOVERNANCE

A detailed report on the corporate governance together with a certificate from the Statutory Auditors, in compliance with clause 49 of the Listing Agreement, is attached as of this report Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

INFORMATION AS PER SEC 217(1) (e) OF THE COMPANIES ACT 1956

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Boardof Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL 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, i

Place: Kolkata For and on behalf of the Board

Dated: 30.04.2013 Bhola Nath Manna

Sanjay Agarwal Directors

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Mar 31, 2011

The Directors have pleasure in presenting the Seventeenth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

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

CURRENT PREVIOUS

YEAR YEAR

Rs. P. Rs. p.

Profit before Interest, Depreciation & taxes 3,31,419 (24,39,523)

Less: Finance Charges (21,439)

Profit/(Loss) before Depreciation & Taxes 3,31,419 (24,6.0,962)

Less: Depreciation (68,965) (1,09,351)

Profit/(Loss) Before Provision & Taxes 2,62,454 (25,70,313)

Current Tax (81,717) (9,694)

Deferred Tax 6,558 1,8l6

Income Tax for the previous year (1,48,980)

Profii/(Loss) after Tax 38,315 (25,78,191)

Transfer to Reserve Fund

Balance brought forward from last year (30,69,474) (4,91,283)

Balance Carried to Balance Sheet (30,31,159) (30,69,474)

DIVIDEND

The Company's Dividend policy, is based on the need to balance .the. objectives of .the shareholders with Dividend and retaining the earned surplus to support future growth and healthy Capital Adequacy Ratio. With a view to conserving resources and building up reserves, your Directors do not recommend payment of Dividend for the year.

OPERATING PERFORMANCE

During the year under review, your Company has posted a net profit of Rs. 2.62 Lacs compared to previous year net loss of 25.70 Lacs mainly on account of rising interest rates and a boom in the capital market.

The year 2010-2011 witnessed an increase in the prevalent market rates of interest thereby giving boost to the company's profitability. Your Directors expect brighter days ahead since interest rates are expected to rise further during the next fiscal year. '

DIRECTORS

Shri Anup Fatehpuria retires from office by rotation, and being eligible offers himself for reappointment. The particulars in respect of the retiring Director are furnished in the Corporate Governance report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been

followed and that no material departures have been made from the same. H) Your directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for that period. iii) Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and iv) Your directors have prepared the accompanying Annual Accounts on a going concern basis.

AUDITORS

M/s Agrawal Singhania & Co., Chartered Accountants, Kolkata, statutory Auditors of your Company hold office till the conclusion of the 15th Annual General Meeting and are recommended for re- appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224( 1C) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed undersection217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A detailed report on corporate governance together with a certificate from the Statutory Auditors, in compliance with Clause 49 of the Listing Agreement, is attached as part of this report. Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

INFORMATION AS PER SEC 217(1) (e) OFTHE COMPANIES ACT 1956 Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

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.

For and on behalf of -the Board

Bhola Nath Manna

Place: Kolkata Shankar Das Gupta

Dated: 30th day of April, 2011 Executive Directors

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Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

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

CURRENT PREVIOUS

YEAR YEAR

Rs. P. Rs. P.

Profit before Interest, Depreciation & taxes (24,39,523) 15,98,290

Less: Finance Charges (21,439) (12,77,162)

Profit/ (Loss) before Depreciation & Taxes (24,60,962) 3,21,128

Less: Depreciation (1,09,351) (1,27,956)

Profi1/(Loss) Before Provision &Taxes (25,70,313) 1,93,172

Current Tax 9,694 40,226

Add-DeferredTax (1,816) (26,796)

Income Tax for the previous year - 3,557

Profit /(Loss) after Tax (25,78,191) 1,76,185

Transfer to Reserve Fund - 35,237

Balance brought forward from last year (4,91,283) (6,32,231)

Balance Carried to Balance Sheet (30,69,474) (4,91,283)

DIVIDEND

In view of the loss for the year, your Directors do not recommend any dividend.

OPERATING PERFORMANCE

The year witnessed turbulent Indian capital markets, and as a result, the company suffered major losses from stock trading and Investment business. In view of the uncertainties of the Capital Market and the risky nature of this business, your Directors have identified financing to SME as the thrust area and in keeping with this objective; the allocation towards financing of SME was increased almost 2.13 times the year. During the current financial, the company in keeping with its focus had deployed additional funds towards SME financing.

DIRECTORS

Shri Sanjay Agarwal retires from office by rotation, and being eligible offer himself for reappointment. The particulars in respect of the retiring Directors are furnished in the Corporate Governance report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that

i) In the preparation of the annual accounts, the applicable accounting standards have been - followed and that no material departures have been made from the same.

ii) Your directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for that period.

iii) Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

iv) Your directors have prepared the accompanying Annual Accounts on a going concern basis.

AUDITORS

M/s Agrawal Singhania & Co., Chartered Accountants, Kolkata, statutory Auditors of your Company hold office till the conclusion of the 16th Annual General Meeting and are recommended for re-appointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A detailed report on the corporate governance together with a certificate from the Statutory Auditors, in compliance with clause 49 of the Listing Agreement, is attached as part of this report

Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

INFORMATION AS PER SEC 217(l)(e) OF THE COMPANIES ACT 1956

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

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 advise to your company during the year & look forward to their continued support.

For and on behalf of the Board

Raj Kumar Agarwal

Place : Kolkata Ashok Kumar Sharma

Dated :30th day of April, 2010 Directors