Dear Members,

Your Directors have pleasure in presenting the 37th Annual Report together with the Audited Accounts for the year ended March 31, 2022.

Financial Highlights

State of Company's Affairs and Future Outlook

The Company is currently in the business of Non-Banking Financial Services and other financial activities.

The Company is evaluating possibilities of designing diverse financial products including lending to customers of real estate projects to align exposure to match with the progress of property development; however the activities relating to NBFC business within the guidelines and stipulations of RBI would continue to be focused on lending.

Material Changes and Commitments after the end of the Financial Year

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.

Share Capital

The paid-up equity share capital of the Company as at 31st March, 2022 was Rs. 6,44,93,800/- divided into 6449380 Equity Shares of Rs. 10/- each.

The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS at the year ended on 31 March, 2022.

Fixed Deposits

The Company has not accepted any fixed Deposit during the financial year under review.

Subsidiary, Joint Venture and Associate Companies

The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture company.

Details of Directors and Key Managerial Personnel

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with the articles of association of the company, Mr. Sureshbabu Malge, Director of the company, retires by rotation at the ensuing annual general meeting and being eligible offers himself for reappointment. The board of directors of the company recommends his re-appointment.

INDEPENDENT DIRECTORS

The independent directors have submitted the declaration, confirming that they meet the criteria of independence as prescribed under both the provisions of the relevant laws. Further, the independent directors have complied with the code for independent directors prescribed in schedule IV of the Companies Act, 2013 and code of conduct prescribed for the directors, management and senior managerial personnel.

Appointments and Resignations during the Financial Year

There was no change in Board composition of the Company during the Financial Year 2021-22.

Mr. Alind Gupte (DIN: 09703767) was appointed as an Additional Director (Non Executive, Independent Director) of the Company on 13.08.2022.

Mr. Kanwaljit Singh (DIN: 08122223) resigned as Director of the Company on 13.08.2022.

BOARD MEETINGS & COMMITTEE MEETING

Number of meetings of the board of directors:

During the Financial Year 2021-22, 5 (Five) meetings were held of the Board of Directors of the company.

The date of the meetings of the board held is as under-

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013.

The Primary objective of the committee is to monitor and provide effective supervision of the management's financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

Details of the composition and attendance of Members of the Audit Committee during the year 2021-2022 are as follows

The Following are the members of the Audit Committee:

Mr. Jayesh Shah, Non-executive Independent Director, has been appointed as Chairman of Audit Committee and Mr. Kanwaljit Singh, non-executive Independent Director and Mr. Sumit Malge, Director, have been appointed as other members of Audit Committee.

Four Audit Committee Meetings were held during the year as below:

There were no changes in composition of Audit committee; it remained the same as last year.

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this committee of the Board of Directors (‘the Board') shall be to discharge the Board's responsibilities related to nomination and remuneration of the Company's Directors and Key managerial personnel.

The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for Directors and Key managerial personnel.

Details of the composition and attendance of Members of the Nomination and Remuneration committee during the year 2021-2022 are as follows:

Mr. Kanwaljit Singh, Non-executive Independent Director, has been appointed as Chairman of Nomination and remuneration Committee and Mr. Jayesh Shah, Non-executive and Mr. Sumit Malge have been appointed as other members of Nomination and Remuneration Committee.

Four Nomination and Remuneration Committee Meetings were held during the year as below:

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Company's performance in dealing with investor grievances and its share transfer system.

Details of the composition and attendance of Members of the Stakeholder relationship Committee during the year 2021-2022 are as follows:

The Following are the members of the Stakeholder relationship Committee

Mrs. Rizwana Muazzam Rumani, Non-executive Independent Director, has been appointed as Chairman of Stakeholders Relationship Committee and Mr. Kanwaljit Singh, Non-executive Independent Director and Mr. Sumit Malge, Director, have been appointed as other members of Stakeholders Relationship Committee.

Four Stakeholder relationship Committee Meetings were held during the year as below:

Independent Directors' Meeting

During the year under review, Independent Directors met on 14th February 2022, inter-alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board as whole.

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.

Particulars of Loan, Guarantees and Investments under Section 186

The provisions of Section 186 are not applicable to Non-Banking Finance Companies.

The Company has not granted any Loan or provided any security, guaranty to related parties during the year under review.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and the foreign exchange earnings and out go are NIL.

Internal Control and System

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Company's operations through monitoring and standard operating procedures.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

Particulars of Employees

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as amended from time to time.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2022.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There were no complaints reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No Fraud reported / observed during the financial year 2021 -22.

Particulars of contracts or arrangements with related parties:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under the proviso thereto have been disclosed in Form No. AOC -2, annexed to this Report as “Annexure A”.

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes independence of a director:

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

The Remuneration Policy is annexed to the Directors Report as “Annexure B”.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year on the operations of the Company, as required under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is provided as “ Annexure C” to the Annual Report.

Statutory Auditors

Aauditors M/s. NGST & Associates, Chartered Accountants, (Firm Registration No135159W),hold office till the ensuing Annual General Meeting.

The Board of Directors recommend appointment of M/s. NGST & Associates,. as Statutory Auditors of the Company for tenure of 5 years to hold office i.e. till the conclusion of AGM to be held in the Year 2027.

M/s. NGST & Associates, have given a written confirmation to the company to the effect that their appointment, if made would satisfy the criteria provided in Section 141 Companies Act 2013 and would also be in conformation within the limits specified in Section 139 of the Companies Act , 2013.

Auditors' Report

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self-explanatory and therefore do not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013.

The Auditors of the Company have not raised any queries or made any Qualifications on the Accounts adopted by the Board which were then audited by them.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Shreyas Athavale & Co, Practicing Company Secretaries, Mumbai in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure D and forms part of this Report. There are Qualifications or Observations or remarks made by the Secretarial Auditor in the report.

Management reply to the observation raised in the Secretarial Audit Report is as under:

Cost Auditors

The Company does not fall under the rrequirements of Appointment of Cost Auditors of the company and therefore, appointment of cost Auditors are not applicable to the company.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2022 is available on the website of the Company at www.stephanotis.in

Corporate social responsibility initiatives:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31st March, 2022.

b) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

c) The directors had prepared the annual accounts on a going concern basis;

d) 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.

e) The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers, professionals, clients and devoted employees for their support.