Your directors have the pleasure in presenting their 32nd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Yearended on March 31, 2024.
The Board’s Report have been prepared based on the standalone financialstatements of the company.
(Rs. in Lakhs)
Particulars
2023-24
2022-23
Gross Turnover (including Other Income)
36.25
55.05
Profit before Interest and Depreciation (EBIDTA)
7.33
0.41
Finance Charges
-
0.14
Depreciation and Amortization
2.52
2.10
Total Expenditure
46.10
56.74
Net Profit / (Loss) Before Tax (PBT)
(9.85)
(1.69)
Less: Tax expense
--
Net Profit / (Loss) After Tax (PAT)
Other Comprehensive Income
Total Comprehensive income
Balance of Profit / (Loss) brought forward
Balance available for appropriation (after adjusting other
equity)
Surplus / (Deficit) carried to Balance Sheet
The Company is in the business of philatelic and numismatic activities. TheCompany is one of the leading organizations which is dealing in philatelic andnumismatic activity. The stamps possessed by the Company are rare collectionsand collected by various Philatelists. People can also place order from thewebsite of the Company to purchase these precious assets at predeterminedprices fixed by the Company from time to time.
The Company has also participated in a three-day philately and numismaticsexhibition, ‘Gandhipex 2022,’ with Mahatma Gandhi as the theme commencedat Gandhi Memorial Museum. Rare stamps and commemorative coinscelebrating Mahatma Gandhi were on display.
The department of Numismatics and Philately features remarkable collections ofcoins and stamps. These collectibles offer a visceral connection to the past withtheir historical value and geographical aspects. Our collection is enriched withrare antique pieces that are commemorative of fragments of time. Collectingsuch keepsakes is like collecting pieces of time itself. Our Numismatics divisionhas curated rare vintage coins and currency notes that have been long out ofcirculation from countries such as India, Mauritius, Malaya, Pakistan, and others.
Alexander is an iconic brand with deeply rooted aspirational values in each ofits product offerings. Our endeavor would be to make our brand, products as wellas the overall experience, “Young, contemporary and ever-evolving” in the eyesof our customer.
Besides strengthening our traditional core values of superior quality andunapparelled product range for consumers cutting across different social spectra,our focus will be to grow our consumer franchise.
In addition to this, the Company is also planning to have its own gallery whereinthe Company will place on exhibition, various stamps and other related literaturewhich includes exhibition on Mahatma Gandhi’s Stamps issued by theGovernment of India from time to time. Keeping in view the above-mentionedrequirements, the Company is in the process of identification of a suitable placein Vadodara city. However, the Company is also in discussion with variousPhilatelists and other organizations to have various exhibitions to promotephilatelic activity in our nation.
Further, to promote digitalization, the Company has also purchased websitenamely www.indianstampghar.com which will in turn surely strengthen thebusiness of the Company.
During the year under review ended on March 31, 2024, your Company hasincurred a loss after tax amounting to Rs. 9.85/- lakhs as compared to loss of Rs.1.69/- lakhs registered during the previous year ended on March 31, 2023.
The Company has taken several measures to ensure the well-being of itsemployees including leveraging the power of technology to enable them to workfrom home. Further, standing by its core commitment the Company is navigatingthrough these unprecedented times by building stronger and deeper relationshipswith consumers and its partners.
The Board is in talks to have a collaboration in the field players like “BombayAuctions” where they are another significant player in the field of numismaticsand philately in India. Established in 1995, they have over two decades ofexperience. They operate as numismatic and philatelic dealers, contributing tomarket trends and creating value for collectors.
We will continue our efforts with zeal and enthusiasm to create a better futureand offer better value to all our stakeholders.
The Company does not have any Subsidiaries, Associate and Joint VentureCompanies. Hence, details for the same are not required to be mentioned in thereport.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTINGTHE FINANCIAL POSITION OF THE COMPANY OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESEFINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT:
There have been no material changes and commitments, which affect thefinancial position of the company which have occurred between the end of thefinancial year to which the financial statements relate and the date of this report.
Considering the financial position of the Company, the Board of Directors havenot recommended dividend for the year 2023-24.
The Company has not transferred any amount to general reserve for the yearended on 31st March, 2024.
The total borrowings of the Company including long-term loans, UnsecuredLoans and working capital facilities stood at Rs 3 lakhs as on 31st March 2024.
The Annual Return of the Company for the FY 2023-24 in the prescribed formMGT-7 as required under section 92(3) of the Act is available on the website ofthe Company i.e. www.alexanderstamps.in.
The Company did not change its nature of Business during the period underreview.
There is change in the constitution of the Board of the Directors during thefinancial year. Mr. Jignesh Mukeshbhai Soni was appointed as anAdditional director with effect from 14th August, 2023. Said Director isgoing to regularize in ensuing Annual General Meeting subject to approvalof Shareholders.
During the year under review, Mr. Ramavatar Jain was ceased from the postof Director due to his death with effect from 08th January, 2023.
As per the requirement of Section 149 (7) of the Act, Mr. Vipul Thakkar,Mr. Jignesh Soni and Ms. Diksha Kapur, the Independent Directors of theCompany, have submitted their respective declarations that they fulfil thecriteria of independence under Section 149 of the Act, read with Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
In accordance with the provisions of the Act and the Company’s Articlesof Association, Mr. Anirudh Sethi (DIN: 06864789), retires by rotation andthe Board of Directors, on the recommendation of the Nomination andRemuneration Committee, has recommended their re-appointment.
During the financial year, the Board met Eight (8) times as tabled below. Acalendar of Meetings is prepared and circulated in advance to the Directors. Thegap between any two consecutive Board Meetings did not exceed One Hundred
and Twenty days. During the year under review, the following meetings havebeen duly held-
• Board Meetings:
Sr. No.
Dates on which the BoardMeetings were held
Total Strength of theBoard
No. of DirectorsPresent
01.
30.05.2023
5
02.
21.07.2023
03.
14.08.2023
04.
01.10.2023
6
05.
06.11.2023
06.
08.11.2023
07.
18.12.2023
08.
12.02.2024
Name of Director
Attendance at the Board Meetings held
on
Attendance at theAGM held on26/08/2023
Mr. Anirudh P. Sethi
Y
Ms. Alka Sawhney
Mr. Jignesh Soni
N
Mr. Kiran Prakash Shah
Ms. Diksha Kapur
Mr. Vipulchandra
Thakkar
COMMITTEES OF THE BOARD
(a) Audit Committee
The composition of the Committee is as per the requirements of the provisionsof Section 177 of the Act. Mr. Jignesh Soni is the Chairman of the committeeand Mr. Anirudh Sethi, Managing Director, Ms. Diksha Kapur, IndependentDirector and Mr. Vipulchandra Thakkar, Independent Director are the membersand Mr. Rishi Kakkad was act as a Secretary to the Committee (currently afterMr. Rishi departed the Company, Ms. Pranali Dholabhai is acting as a Secretaryto the Committee), the said committee met on four occasions with attendance ofall the members as mentioned in the table below:
The composition of the Audit Committee as at March 31, 2024 and details of theMembers participation at the Meetings of the Committee are as under:
Designation
Attendance at the CommitteeMeetings held on
15.02.2024
Mr. VipulchandraThakkar
Independent
Director
Mr. Anirudh Sethi
Managing Director
The Audit Committee continues to provide valuable advice and guidance in theareas of costing, finance, and internal financial controls. The Committee isgoverned by terms of reference, which are in line with the regulatoryrequirements mandated by the Companies Act, 2013 and Listing Regulations.
The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act, 2013 and SEBI (LODR), 2015.
All the Members on the Audit Committee have the requisite qualification forappointment on the Committee and possess sound knowledge of finance,accounting practices and internal controls.
During the year under review, the Audit Committee held a separate meeting withthe Statutory Auditors and the Internal Auditor to get their inputs on significantmatters relating to their areas of audit.
(b) Nomination and Remuneration Committee(NRC Committee):
In compliance with Section 178 of the Companies Act, 2013, the Board hasconstituted the Nomination and Remuneration committee having sufficientquorum. The Committee is governed by terms of reference, which are in linewith the regulatory requirements mandated by the Companies Act, 2013 andListing Regulations.
The terms of reference of the Committee, inter alia, include the following:
♦> Succession planning of the Board of Directors and Senior ManagementEmployees;
♦> Identifying and selection of candidates for appointment as Directors/Independent Directors based on certain laid down criteria;
♦> Identifying potential individuals for appointment as Key ManagerialPersonnel and to other Senior Management positions;
♦> Formulate and review from time to time the policy for selection andappointment of Directors, Key Managerial Personnel and senior managementemployees and their remuneration;
♦> Review the performance of the Board of Directors and Senior ManagementEmployees based on certain criteria as approved by the Board.
The composition of the Remuneration Committee as at March 31, 2024 anddetails of the Members participation at the Meetings of the Committee are asunder:
Attendance at the RemunerationMeetings held on
Chairman &Independent Director
Member &Independent WomenDirector
Member & ManagingDirector
Member &Independent Director
(c) Stakeholders’ Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013and the SEBI (LODR) Regulation, 2015, the Board has reconstituted the“Stakeholders’ Relationship Committee” on 12.02.2023 due to demise of Mr.Ramavatar Jain. Mr. Vipulchandra Thakkar has been appointed as a member inplace of Mr. Ramavatar Jain.
The composition of the Stake holder and relationship Committee as at March 31,2024 and details of the Members participation at the Meetings of the Committeeare as under:
Attendance at the Stake holder andrelationship Committee held on
Independent Director
During the year, following complaints have been received and resolved:
Sr.
no
Name
Ram Kishor Rathi
Non-receipt of Equity shares (Demat & Physical)/ Nonupdation of address
Pushpa Rathi
Non-receipt of Equity shares (Demat & Physical)/ Nonupdation of address and Transfer
Suman Meena
REVERSAL Trade
Mukesh Shah
Non- receipt of Bonus Share
(d) Independent Directors’ Meeting
During the year under review, the Independent Directors had their meeting on
12th March, 2024 inter alia, to discuss:
♦> Evaluation of the performance of Non-independent Directors and the Boardof Directors as a whole.
♦♦♦ Evaluation of the performance of the chairman of the Company, taking intoaccount the views of the Executive and Non-executive Directors.
♦> Evaluation of the quality, content and timelines of flow of informationbetween the Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.
♦> All the Independent Directors were present at the Meeting.
ANNUAL EVALUATION
Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations,the Board has carried out an annual evaluation of its own performance,performance of the Directors individually as well as the evaluation of the workingof the Committees.
The following process was adopted for Board evaluation:
i. Feedback was sought from each Director about their views on the performanceof the Board covering various criteria such as degree of fulfilment of keyresponsibilities, Board structure and composition, establishment, anddelineation of responsibilities to various Committees, effectiveness of Boardprocesses, information and functioning, Board culture and dynamics, quality ofrelationship between the Board and the Management and efficacy ofcommunication with external stakeholders.
ii. The feedback received from all the Directors was discussed at the Meeting ofIndependent Directors and the NRC. The performance of the Non-IndependentNon-Executive Directors and Board Chairman was also reviewed by them.
iii. The collective feedback on the performance of the Board (as a whole) wasdiscussed by the Chairperson of the NRC with the Chairman of the Board. Itwas also presented to the Board.
iv. Assessment of performance of every statutorily mandated Committee of theBoard was conducted and these assessments were presented to the Board forconsideration. Areas on which the Committees of the Board were assessedincluded degree of fulfilment of key responsibilities, adequacy of Committeecomposition and effectiveness of Meetings.
v. During the year under review, the recommendations made in the previous yearwere satisfactorily implemented.
Based on the annual evaluation process and the overall engagement of theIndependent Directors in the affairs of the Company during the year, the Board ofDirectors are of the opinion that the Independent Directors of the Companypossess, practice, and preach highest standards of integrity and have the requiredexperience and expertise in their respective areas which enable them to provideguidance to the Management and adds value in the Company’s decision process.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company, the work performed by the Internal,Statutory and Secretarial Auditors and the reviews performed by the Managementand the relevant Board Committees, including the Audit Committee, the Boardbelieves that the Company’s internal financial controls were adequate andeffective during the year ended 31st March 2024.
Accordingly, pursuant to Section 134(5) of the Act, based on the above and therepresentations received from the Operating Management, the Board of Directors,to the best of their knowledge and ability confirm that:
i. In the preparation of the annual accounts, the applicable accounting standardshave been followed and that there was no material departure therefrom;
ii. They have, in the selection of the accounting policies, consulted the StatutoryAuditors and have applied their recommendations consistently and madejudgments and estimates that are reasonable and prudent to give a true andfair view of the state of affairs of the Company as at 31st March 2024 and ofthe loss of the Company for the year ended on that date;
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act, forsafeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and wereoperating effectively during the year ended 31st March 2024; and
vi. Proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operatingeffectively during the year ended 31st March 2024.
Based on the recommendations of the NRC, the Board of Directors approved andadopted a remuneration policy for Directors, Key Managerial Personnel and otheremployees of the Company as required under Section 178(3) of the Act. TheCompany has adopted Governance Guidelines which inter alia covers thecomposition and role of the Board, Board Appointment, Induction andDevelopment, Director’s Remuneration, Code of Conduct, Board EffectivenessReview, and mandates of the Board Committees. The remuneration policy isplaced on the website of the Company www.artson.net for reference and enclosedas “Annexure 1”.
The Company has adopted measures for risk management and mitigation thereof.A formal risk reporting system has been devised by the Company. Project ReviewCommittee has been constituted comprising of Directors and senior officials ofthe Company to review, assess and mitigate the risks, conversion of risk intoopportunities, problems/ irregularities related to implementation and execution ofprojects (including project delay, change in scope and estimation errors) andimplementation of checks and balances for proper execution of future work.
The key risk management and mitigation practices include those relating toidentification of key risks associated with the business objectives, impactassessment, risk evaluation and reporting.
The paid-up Equity Share Capital of the Company as on March 31,2024 was Rs.9,31,20,000/-. During the year under review, the company has not forfeited anyshares and has not made a bonus issue to the existing shareholders.
Issue of Equity Shares on Preferential basis:
The Company has not issued any equity shares.
Issue of Shares with Differential Rights:
During the year under review, the Company has not issued any shares withdifferential voting rights.
Issue of Sweat Equity Share:
During the year under review, the Company has not issued any sweat equityshares.
Issue of Employee Stock Options:
Provision of Money by Company for purchase of Its Own Shares by Employeesor by Trustees for the Benefit of Employees:
The Company has no scheme of provision of money for purchase of its ownshares by employees or by trustees for the benefit of employees. Hence thedetails under rule 16 (4) of Companies (Share Capital and Debentures) Rules,2014 are not required to be disclosed.
The provisions relating to transferring any amounts to the Investor Educationand Protection Fund is not applicable to the Company during the year underreview.
Management’s Discussion and Analysis Report for the year under review, asstipulated under Regulation 34 of SEBI (Listing Obligations & DisclosureRequirements) Regulation 2015 with the Stock Exchanges in India, is presentedin a separate section forming part of the Annual Report as “Annexure 2”.
Pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, statement of particulars of employees is annexed as“Annexure-3”.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDINGUNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THEEND OF THE FINANCIAL YEAR: Not Applicable
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THEVALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENTAND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS ALONG WITH THEREASONS THEREOF: Not applicable
All the properties including buildings, plant and machinery and stocks have beenadequately insured.
The company is conscious of the importance of environmentally clean and safeoperations. The Company’s policy requires conduct of operations in such amanner, so as to ensure safety of all concerned, compliances of environmentalregulations and preservation of natural resources.
No significant and material order has been passed by the regulators, courts,tribunals impacting the going concern status and company’s operations in future.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNALFINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:
The Company has formulated an Audit Committee which meets once in everyquarter to review the financial results, internal financial controls and riskmanagement system, auditor’s independence and performance etc. TheCompany has also appointed Internal Auditors who perform their duty on thebasis of the scope of work allotted to them time to time.
COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT,PAYMENT OF REMUNERATION AND DISCHARGE OF THEIRDUTIES:
The Company’s policy relating to appointment of Directors, payment ofManagerial remuneration, Director’s qualifications, positive attributes,independence of Directors and other related matters as provided under Section178(3) and 178(4) of the Companies Act, 2013 is maintained by Company.Accordingly, Board based on the recommendation of the Nomination andRemuneration Committee has formulated a policy on remuneration of Directors,Key Managerial Personnel and Senior Management of the Company. The policycovers the appointment, including criteria for determining qualification, positiveattributes, independence and remuneration of its Directors, Key ManagerialPersonnel and Senior Management Personnel. The Nomination andRemuneration Policy is available on Company’s Website
www.alexanderstamps.in.
Pursuant to sub-section (3) of section 129 of the Act, the statement containingthe salient feature of the financial statement of a company’s subsidiary orsubsidiaries, associate company or companies and joint venture or ventures isnot applicable to the Company as the Company does not have anysubsidiary/associate or joint venture companies.
The Board of Directors has approved a Code of Business Conduct which isapplicable to the Members of the Board and all employees. The Companybelieves in “Zero Tolerance” to bribery and corruption in any form and the Boardhas laid down the “Anti-Bribery & Corruption Directive” which forms anAppendix to the Code. The Code has been posted on the Company’s websitewww.alexanderstamps.in.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act,2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, a Vigil Mechanism for directors andemployees to report genuine concerns has been established. The VigilMechanism Policy has been uploaded on the website of the Company. The AuditCommittee shall oversee the vigil mechanism through the committee and if anyof the members of the committee have a conflict of interest in a given case, theyshould recuse themselves and the others on the committee would deal with thematter on hand.
The policy provides protection to the directors, employee and business associateswho report unethical practices and irregularities.
The Company has adopted a Code of Conduct for Prevention of Insider Tradingwith a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany’s shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when theTrading Window is closed.
The policy related to insider trading has been uploaded on the website of theCompany.
All Board of Directors and the designated employees have confirmedcompliance with the Code.
Pursuant to the recommendation of the Audit Committee, the Board of Directorsand Members of the Company, at their respective meetings held and hadapproved the appointment of M/s. M Sahu & Co., Chartered Accountants (FRN-130001W) as the Statutory Auditors of the Company for a term of 5 (five)consecutive years (“First Term”) commencing from the Financial Year 2022-2023 till the conclusion of 35 th Annual General Meeting to be held in the calendaryear 2027, at mutually agreed remuneration. Under Section 139 of theCompanies Act, 2013 and the Rules made thereunder, it is mandatory to appointStatutory Auditors by the Company.
The Auditor’s Report does contain a disclaimer of opinion on the financialstatements for the period ended March 31, 2024. The statements made by theAuditors in their Report are self-explanatory and do not call for any furthercomments.
The auditors have also that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.
The Auditors have issued unmodified audit opinion on the financial statementsfor the financial year ended on March 31st, 2024. The Auditors’ Report for thefinancial year ended on 31st March, 2024 on the financial statement is the part ofthis Annual Report. The report of the Statutory Auditors is enclosed as“Annexure 7” to this report. Said report is self-explanatory and does not callfor any further comments.
b) Secretarial Auditor:
In terms of Section 204 of the Act, read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, and based on therecommendation of the Audit Committee, the Board of Directors at their Meetingheld on 5th July, 2024 had appointed M/s. Kuldip Thakkar & Associates,Company Secretaries (COP No.: 22442), as the Secretarial Auditors for thefinancial year 2023-24. The Secretarial Audit Report for the financial year 2023¬24 in the prescribed form MR-3 on the audit carried out by the said Auditor isenclosed to this Report as “Annexure 4”.
Internal Auditor:
M/s. Lookman Mansuri & Associates, Chartered Accountants, Vadodara hadconducted the internal audit and has submitted his report for the period ended on31.03.2024.
Explanation or Comments on Qualifications, Reservations or AdverseRemarks or Disclaimers made by the Statutory Auditors:
No.
1.
Non-Current Investments :
Observation:
We draw attention to the Note No 3 to the Financial Results, with respect tothe Investments as stated in Non-Current Investments amounting to INR113.67/- Lacs, the requisite documents with respect to this investment are notavailable with the Company, in the absence of sufficient information, theManagement has also not provided for any Impairment for the same and inturn we are unable to comment on the carrying value of Investment made bythe Company and the consequent impact thereof on Other ComprehensiveIncome.
Comment of Board of Directors:
The Board is going to provide sufficient and relevant documents/data to theAuditor and keep in record for future reference. As market conditionschanged, the Board has decided to invest into long term asset class for betterreturns. The management is also looking for compliance with the stockregister within six months from the date of this report.
2.
Assessment of Income Tax Dept:-
We draw attention to the Note No 5 to the Financial Results, in respect ofthe Outstanding Income Tax demand for the Assessment Year 2017-2018,amounting to INR 344.56 Lakhs, for which the Company has neither filedany appeal nor created any provision in the books of accounts.
The Company has considered this outstanding demand of Income Tax. Forthe same, the Board is going to take relevant action in coming month.
3.
Inventory valuation:
We draw attention to the Note No 29 to the Financial Statements, theinventory valuation as on 31.03.2024 include Inventories amounting to Rs.1641.62/- Lakh valued as per Valuation report dated 8th May 2023, statingvaluation as on 31 st March 2023 Consequently, we had relied upon for thevaluation of the inventories as on 31st March ,2024 also. we are unable toascertain the impact due to deviation in inventory valuation on the Ind ASFinancial statements as on 31.03.2024.
The said amount had been obtained by the Company from Independent
Chartered Accountant. Inventory Valuation Report has also been submitted
to Statutory Auditor within timeline for their reference and record.
Said observation is totally baseless and should not be part of Qualifications.
Explanation or Comments on Qualifications, Reservations or AdverseRemarks or Disclaimers made by the Secretarial Auditor:
no.
Relevant provision for
Compliance
Requirement
Observation
Explanation from Board ofDirectors
Regulation 31(4) ofSEBI (SAST)Regulations, 2011
It is observed that thepromoters have not filed thedeclaration under reg. 31(4) ofSEBI SAST Regs, 2011.
After getting into notice, thePromoter has acted and submitthe same on priority. Due tolack of the responsibility andrequirement, said reportingmissed out by the Promoter ofthe Company.
Regulation 40(10) ofSEBI (LODR)Regulations 2015 forthe year ended March31, 2023
The Company shall ensure thatthe share transfer agent and/orthe in-house share transferfacility, as the case may be,produces a certificate from apracticing company secretarywithin thirty days from the endof the financial year. TheCompany was failed to submitthe same within specified timeperiod.
After come to knowledge, theBoard complied with the saidrequirement. For the futurecourse, the Board will take careand act on prompt basis.
Regulation 47 of SEBI(LODR) Regulations,2015, Advertisementsin Newspapers
The company has not advertisedthe following information:
1. Notice of board meeting,where financial results shall bediscussed;
2. Financial results;
3. Notices given to shareholdersby advertisement.
As the Company is small scaleand having no profits or reservesin the Book of Accounts. Due tolack of financial budget andadministrative constraints, theBoard has not come out with anyadvertisement. However, theBoard is planning to fix this non¬compliance at the earliest.
4.
Regulation 46 and 62 ofSEBI (LODR)Regulations 2015
The Company was found tohave inter alia not disseminatedthe following on its website:
Due to technical glitch occurredwith the IT Systems and websiteof the Company, the Company
A. Annual reports
B. Policies
C. Code of Conducts
D. Financial Results
E. Corporate GovernanceRelated data
F. Investor’s Relationrelated details
was failed to submit requisitedetails on time. Currently, all ITsystems and website are workingsmoothly. The Board has filed allrequisite data on its website.
5.
Regulation 34 of SEBI(LODR) Regulations,2015
Late submission of AnnualReport for the FY 2022-23 withStock Exchange
The Board has missed thetimeline due to busy schedulewhile preparing for AnnualReport and convening AGM.Now onwards, the Board willtake care for timely submissionwith the Stock Exchange andother concerned Stakeholders.
6.
The Company has failed toprovide Weblink of websitewhere all requisite documentshave been published with theStock Exchange within specifiedtimeframe.
Due to downtime of Company’swebsite, the Company was not inposition to share any weblink.After fixing the website relatedissue, the Company has providedthe same to the Stock Exchange.
7.
Regulation 44 of SEBI(LODR) Regulations,2015
The Company is required tofurnish the details of its votingresults in the prescribedformat within Two workingsdays of conclusion of its GeneralMeeting. In this regard, it isobserved that the Company hasnot submitted the Voting Resultin XBRL mode as per ExchangeCircular numberDCS/COMP/20/2016-17 datedJanuary 18, 2017.
The Company doesn’t have anytechnical support at said point oftime. After reaching to XBRLexpert, the Company hassubmitted the same with theAuthority. At the current stage,the Board has execute permanenttie-up with XBRL ServiceAgency. Hence, no delay inXBRL related report won’t behappen in future course.
8.
Regulation 30(6) andSchedule III of SEBI(LODR) Regulations,2015 read with SEBICircular
CIR/CFD/CMD/4/2015dated September 09,2015
It is observed from disclosuremade under corporateannouncement related toOutcome of Board Meeting toconsider Financial Results, asrequired under Para A.4 of Part Aof Schedule III of SEBI (LODR)Regulations, 2015 mentionedabove, that the same is not
The Board has tried its best tosubmit within 30 minutes.However, due to technical glitchat BSE’s website, the reportingwas late by 4 min i.e. theCompany has submitted at 34thMinute instead of 30th Minute.
disclosed within 30 minutes ofthe closure of the meeting dated8th November 2023.
9.
Pursuant to ScheduleIV and Section 149(8)of the Companies Act,2013
Due to death of Mr RamavatarJain, new Independent Directorshould be within 180 days fromthe date of his demise. However,appointment of Mr. Jignesh Soniwas completed as on 14th August2023 which is more than 180days.
The Board was not aware of hisdeath due to non-participation ofthe Director in day-to-dayoperations. At the time of askinghis 1st BM Annual Declaration,his son has informed the BoardMembers for the same. Aftercome to the knowledge, theBoard has started to find newcompetent candidate. Afterfinding the same, the Board hasreported with the StockExchange.
10.
Reg. 17
(LODR)
2015
of SEBIRegulations,
A listed company should replacea resigned/demised independentdirector with a new one as soonas possible. The deadline is thenext board meeting or threemonths from the date of thevacancy, whichever is earlier.Due to death of Mr RamavatarJain, new Independent Directorshould be within three monthsfrom the date of his demise.However, appointment of Mr.Jignesh Soni was completed ason 14th August 2023 which ismore than three months.
Maintenance of cost records and requirement of cost audit as prescribed underthe provisions of Section 148 (1) of the Companies Act, 2013 are not applicablefor the business activities carried out by the Company.
The Company is committed to maintain the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements set out bythe Securities and Exchange Board of India (“SEBI”). The Company has alsoimplemented several best governance practices.
The requirement to issue corporate governance report is not applicable to theCompany.
Regulation 15 (2) of the Listing Regulations states that:
“The compliance with the corporate governance provisions as specified inregulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shallnot apply, in respect of -
(a) the listed entity having paid up equity share capital not exceeding rupeesten crore and net worth not exceeding rupees twenty-five crore, as on thelast day of the previous financial year.
(b) the listed entity which has listed its specified securities on the SMEExchange.
In case of your Company, the paid-up equity share capital of the ALEXANDERSTAMPS AND COIN LIMITED is Rs. 9,31,20,000/- and having total net worthof Rs. 16,83,12,000/- as on 31st March 2024. As per the company falls within theambit of the aforesaid exemption “a”, compliance with the CorporateGovernance provisions specified in the aforesaid Regulations shall not beapplicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013:
As per the requirement of the Sexual Harassment of Woman at Workplace(Prevention, Prohibition and Redressal) Act, 2013, the Company has formulateda Policy on Prevention of Sexual Harassment of Woman at Workplace forprevention, prohibition and redressal of sexual harassment at workplace andInternal Complaint Committee has also been set up to redress any suchcomplaints received. Training/awareness programs are conducted throughout theyear to create sensitivity towards ensuring respectable workplace.
The Company periodically sessions for employees across the organization tobuild awareness about the policy and the provision of Sexual Harassment Act.
All employees (permanent, contractual, temporary, trainees) are covered underthe policy.
No sexual harassment complaint has been received by the Company during theyear 2023-24.
Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunderand the Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Company has established a VigilMechanism for directors and employees to report genuine concerns about anyinstance of any irregularity, unethical practice and/or misconduct.
The Company has adopted adequate internal financial controls, commensuratewith the size and complexity of its operations. During the year, such controlswere tested and no reportable material weakness in the design or operations wasobserved. The Company has policies and procedures in place for ensuring properand efficient conduct of its business, the safeguarding of its assets, the preventionand detection of frauds and errors, the accuracy and completeness of accountingrecords and the timely preparation of reliable financial information.
The Company has adopted accounting policies which are in line with the IndianAccounting Standards (Ind-AS) and the Act. These are in accordance with thegenerally accepted accounting principles in India. Changes in policies, ifrequired, are made in consultation with the Auditors and are approved by theAudit Committee.
The Company’s internal audit system is geared towards ensuring adequateinternal controls commensurate with the size and needs of the business, with theobjective of efficient conduct of operations through adherence to the Company’spolicies, identifying areas of improvement, evaluating the reliability of financialstatements, ensuring compliances with applicable laws and Regulations, andsafeguarding of assets from unauthorized use.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company, work performed by the Internal,Statutory, and Secretarial Auditors, including audit of the internal financialcontrols over financial reporting by the Statutory Auditors, and the reviewsperformed by the Management and the relevant Board and Committees,including the Audit Committee, the Board is of the opinion that the Company’sinternal financial controls were adequate and effective during the year 2023-24.
MCS Share Transfer Agent Limited (“MCS"), a SEBI registered Registrar &Transfer Agent (“RTA”) has been appointed as the Company’s RTA. Thecontact detail of MCS is mentioned in the Notice of AGM.
A compliance certificate by Managing Director and Chief Financial Officer asrequired by Regulation 17(8) and Regulation 33 read with part B of schedule IIof SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015has been provided in “Annexure 5”.
Your Company has not accepted any deposits within the meaning of Section 73of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,2014 and no deposits are subsisting as on date.
In terms of Section 134 (3) (ca) report by the Board of Directors is required toinclude the details in respect of frauds reported by auditors under sub-section 12of section 143 other than those which are reportable to the Central Government.No such fraud was reported by the auditor during the period under review.
During the year under review, Company has complied with all the applicableprovisions of secretarial standards issued by the Institute of Company Secretariesof India on Board Meetings, General Meetings and Report of the Board OfDirectors.
Requirement to take Credit ratings is not applicable to the Company during theyear under review.
As per regulation 34(2) of SEBI Listing Regulations, 2015, inter alia, providesthat the annual report of the top 1000 listed entities based on marketcapitalization (calculated as on 31 March of every financial year) shall include aBusiness Responsibility Report (BRR).
Since your company does not fall under the ambit of the said provision thereforethe requirement of the said reporting does not arise for the year under review.
The standalone financial statements of the Company have been prepared inaccordance with the Indian Accounting Standards (the 'Ind AS') prescribed undersection 133 of the Companies Act, 2013 (the 'Act').
The Company has neither given any loans or guarantee, nor provided anysecurity in connection with any loan to any Body Corporate or person, nor has itacquired by subscription, purchase or otherwise, the securities of any BodyCorporate as provided under Section 186 of the Act.
All the contracts/ arrangements/ transactions entered by the Company during theyear under review with related parties were in the ordinary course of business andat arm’s length basis. The particulars of such contracts or arrangements withrelated parties, pursuant to the provisions of Section 134(3)(h) and Rule 8 of theCompanies (Accounts) Rules, 2014, in the prescribed form AOC-2 is enclosed as“Annexure 6”.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATIONOF ENERGY:
The Company is in the field of buying and selling of rare stamps, coins, papermoney, medals, postcards, original photos, autographs, newspapers and more ofphilately & numismatics collection. As per the object of the Company the above-mentioned clause is not applicable.
Hence, the disclosure required in Section 134(3) (m) of the Companies Act, 2013are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of corporate social responsibility are not applicable to yourCompany during the year under review.
ACKNOWLEDGEMENT:
Your directors would like to express their sincere appreciation for the assistanceand co-operation received from the Banks, Government Authorities, Customers,and Shareholders during the year. Your directors also wish to take on record theirdeep sense of appreciation for the committed services of the employees at alllevels. We place on record our appreciation for the contribution made by ouremployees at all levels.
The Directors place on record their sincere appreciation to all the employees ofthe Company for their unstinted commitment and continued contribution to theCompany.
Registered Office By Order of the Board
SF-7, Silver Rock Complex, For Alexander Stamps & Coin Limited
Near Dairy Teen Rasta,
Makarpura, Vadodara-390014.
Sd/-
Anirudh SethiManaging Director
Date: 14/07/2024 DIN : 06864789
Place: Vadodara