#DRStart#
<dhhead>BOARDS’ REPORT</dhhead>
To,
The Members,
Alexander Stamps and Coin Limited,Vadodara.
Your directors have the pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31, 2024.
FINANCIAL SUMMARY OR HIGHLIGHTS (STANDALONE):
The Board’s Report have been prepared based on the standalone financial statements 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
BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIRS:
The Company is in the business of philatelic and numismatic activities. The Company is one of the leading organizations which is dealing in philatelic and numismatic activity. The stamps possessed by the Company are rare collections and collected by various Philatelists. People can also place order from the website of the Company to purchase these precious assets at predetermined prices fixed by the Company from time to time.
The Company has also participated in a three-day philately and numismatics exhibition, ‘Gandhipex 2022,’ with Mahatma Gandhi as the theme commenced at Gandhi Memorial Museum. Rare stamps and commemorative coins celebrating Mahatma Gandhi were on display.
The department of Numismatics and Philately features remarkable collections of coins and stamps. These collectibles offer a visceral connection to the past with their historical value and geographical aspects. Our collection is enriched with rare antique pieces that are commemorative of fragments of time. Collecting such keepsakes is like collecting pieces of time itself. Our Numismatics division has curated rare vintage coins and currency notes that have been long out of circulation from countries such as India, Mauritius, Malaya, Pakistan, and others.
Alexander is an iconic brand with deeply rooted aspirational values in each of its product offerings. Our endeavor would be to make our brand, products as well as the overall experience, “Young, contemporary and ever-evolving” in the eyes of our customer.
Besides strengthening our traditional core values of superior quality and unapparelled 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 wherein the Company will place on exhibition, various stamps and other related literature which includes exhibition on Mahatma Gandhi’s Stamps issued by the Government of India from time to time. Keeping in view the above-mentioned requirements, the Company is in the process of identification of a suitable place in Vadodara city. However, the Company is also in discussion with various Philatelists and other organizations to have various exhibitions to promote philatelic activity in our nation.
Further, to promote digitalization, the Company has also purchased website namely www.indianstampghar.com which will in turn surely strengthen the business of the Company.
During the year under review ended on March 31, 2024, your Company has incurred 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 its employees including leveraging the power of technology to enable them to work from home. Further, standing by its core commitment the Company is navigating through these unprecedented times by building stronger and deeper relationships with consumers and its partners.
The Board is in talks to have a collaboration in the field players like “Bombay Auctions” where they are another significant player in the field of numismatics and philately in India. Established in 1995, they have over two decades of experience. They operate as numismatic and philatelic dealers, contributing to market trends and creating value for collectors.
We will continue our efforts with zeal and enthusiasm to create a better future and offer better value to all our stakeholders.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned in the report.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.
DIVIDEND:
Considering the financial position of the Company, the Board of Directors have not recommended dividend for the year 2023-24.
RESERVES:
The Company has not transferred any amount to general reserve for the year ended on 31st March, 2024.
BORROWINGS:
The total borrowings of the Company including long-term loans, Unsecured Loans and working capital facilities stood at Rs 3 lakhs as on 31st March 2024.
ANNUAL RETURN:
The Annual Return of the Company for the FY 2023-24 in the prescribed form MGT-7 as required under section 92(3) of the Act is available on the website of the Company i.e. www.alexanderstamps.in.
CHANGE IN NATURE OF BUSINESS:
The Company did not change its nature of Business during the period under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Change in Directorship:
There is change in the constitution of the Board of the Directors during the financial year. Mr. Jignesh Mukeshbhai Soni was appointed as an Additional director with effect from 14th August, 2023. Said Director is going to regularize in ensuing Annual General Meeting subject to approval of Shareholders.
b) Cessation of Directors:
During the year under review, Mr. Ramavatar Jain was ceased from the post of Director due to his death with effect from 08th January, 2023.
c) Declaration by Independent Directors:
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 the Company, have submitted their respective declarations that they fulfil the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
d) Director retiring by rotation:
In accordance with the provisions of the Act and the Company’s Articles of Association, Mr. Anirudh Sethi (DIN: 06864789), retires by rotation and the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.
NUMBER OF MEETINGS OF THE BOARD:
During the financial year, the Board met Eight (8) times as tabled below. A calendar of Meetings is prepared and circulated in advance to the Directors. The gap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days. During the year under review, the following meetings have been duly held-
• Board Meetings:
Sr. No.
Dates on which the Board Meetings were held
Total Strength of the Board
No. of Directors Present
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 the AGM held on 26/08/2023
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 provisions of Section 177 of the Act. Mr. Jignesh Soni is the Chairman of the committee and Mr. Anirudh Sethi, Managing Director, Ms. Diksha Kapur, Independent Director and Mr. Vipulchandra Thakkar, Independent Director are the members and Mr. Rishi Kakkad was act as a Secretary to the Committee (currently after Mr. Rishi departed the Company, Ms. Pranali Dholabhai is acting as a Secretary to the Committee), the said committee met on four occasions with attendance of all the members as mentioned in the table below:
The composition of the Audit Committee as at March 31, 2024 and details of the
Members participation at the Meetings of the Committee are as under:
Designation
Attendance at the Committee Meetings held on
15.02.2024
Mr. Vipulchandra Thakkar
Independent
Director
Mr. Anirudh Sethi
Managing Director
The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance, and internal financial controls. The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.
The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and SEBI (LODR), 2015.
All the Members on the Audit Committee have the requisite qualification for appointment 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 with the Statutory Auditors and the Internal Auditor to get their inputs on significant matters 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 has constituted the Nomination and Remuneration committee having sufficient quorum. The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.
The terms of reference of the Committee, inter alia, include the following:
?> Succession planning of the Board of Directors and Senior Management Employees;
?> Identifying and selection of candidates for appointment as Directors/ Independent Directors based on certain laid down criteria;
?> Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
?> Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
?> Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.
The composition of the Remuneration Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:
Attendance at the Remuneration Meetings held on
Chairman & Independent Director
Member & Independent Women Director
Member & Managing Director
Member & Independent Director
(c) Stakeholders’ Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and 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 in place 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 Committee are as under:
Attendance at the Stake holder and relationship 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)/ Non updation of address
Pushpa Rathi
Non-receipt of Equity shares (Demat & Physical)/ Non updation 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 Board of Directors as a 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, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively 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 working of the Committees.
The following process was adopted for Board evaluation:
i. Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.
ii. The feedback received from all the Directors was discussed at the Meeting of Independent Directors and the NRC. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.
iii. The collective feedback on the performance of the Board (as a whole) was discussed by the Chairperson of the NRC with the Chairman of the Board. It was also presented to the Board.
iv. Assessment of performance of every statutorily mandated Committee of the Board was conducted and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings.
v. During the year under review, the recommendations made in the previous year were satisfactorily implemented.
Based on the annual evaluation process and the overall engagement of the Independent Directors in the affairs of the Company during the year, the Board of Directors are of the opinion that the Independent Directors of the Company possess, practice, and preach highest standards of integrity and have the required experience and expertise in their respective areas which enable them to provide guidance to the Management and adds value in the Company’s decision process.
DIRECTORS’ RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board believes that the Company’s internal financial controls were adequate and effective during the year ended 31st March 2024.
Accordingly, pursuant to Section 134(5) of the Act, based on the above and the representations 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 standards have been followed and that there was no material departure therefrom;
ii. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations 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 2024 and of the loss of the Company for the year ended on that date;
iii. They have taken proper and sufficient care for the 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;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31st March 2024; and
vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31st March 2024.
REMUNERATION POLICY:
Based on the recommendations of the NRC, the Board of Directors approved and adopted a remuneration policy for Directors, Key Managerial Personnel and other employees of the Company as required under Section 178(3) of the Act. The Company has adopted Governance Guidelines which inter alia covers the composition and role of the Board, Board Appointment, Induction and Development, Director’s Remuneration, Code of Conduct, Board Effectiveness Review, and mandates of the Board Committees. The remuneration policy is placed on the website of the Company www.artson.net for reference and enclosed as “Annexure 1”.
RISK MANAGEMENT POLICY:
The Company has adopted measures for risk management and mitigation thereof. A formal risk reporting system has been devised by the Company. Project Review Committee has been constituted comprising of Directors and senior officials of the Company to review, assess and mitigate the risks, conversion of risk into opportunities, problems/ irregularities related to implementation and execution of projects (including project delay, change in scope and estimation errors) and implementation of checks and balances for proper execution of future work.
The key risk management and mitigation practices include those relating to identification of key risks associated with the business objectives, impact assessment, risk evaluation and reporting.
SHARE CAPITAL:
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 any shares 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 with differential voting rights.
Issue of Sweat Equity Share:
During the year under review, the Company has not issued any sweat equity shares.
Issue of Employee Stock Options:
Provision of Money by Company for purchase of Its Own Shares by Employees or by Trustees for the Benefit of Employees:
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:
The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report as “Annexure 2”.
PARTICULARS OF EMPLOYEES:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as “Annexure-3”.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: Not Applicable
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not applicable
INSURANCE:
All the properties including buildings, plant and machinery and stocks have been adequately insured.
ENVIRONMENT AND SAFETY:
The company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:
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 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has formulated an Audit Committee which meets once in every quarter to review the financial results, internal financial controls and risk management system, auditor’s independence and performance etc. The Company has also appointed Internal Auditors who perform their duty on the basis 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 THEIR DUTIES:
The Company’s policy relating to appointment of Directors, payment of Managerial remuneration, Director’s qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) and 178(4) of the Companies Act, 2013 is maintained by Company. Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is available on Company’s Website www.alexanderstamps.in.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the Company as the Company does not have any subsidiary/associate or joint venture companies.
CODE OF CONDUCT
The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Company believes in “Zero Tolerance” to bribery and corruption in any form and the Board
has laid down the “Anti-Bribery & Corruption Directive” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.alexanderstamps.in.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company. The Audit Committee shall oversee the vigil mechanism through the committee and if any of the members of the committee have a conflict of interest in a given case, they should recuse themselves and the others on the committee would deal with the matter on hand.
The policy provides protection to the directors, employee and business associates who report unethical practices and irregularities.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The policy related to insider trading has been uploaded on the website of the Company.
All Board of Directors and the designated employees have confirmed compliance with the Code.
AUDITORS OF THE COMPANY
a) Statutory Auditors
Pursuant to the recommendation of the Audit Committee, the Board of Directors and Members of the Company, at their respective meetings held and had approved 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 calendar year 2027, at mutually agreed remuneration. Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to appoint Statutory Auditors by the Company.
The Auditor’s Report does contain a disclaimer of opinion on the financial statements for the period ended March 31, 2024. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments.
The auditors have also that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Auditors have issued unmodified audit opinion on the financial statements for the financial year ended on March 31st, 2024. The Auditors’ Report for the financial year ended on 31st March, 2024 on the financial statement is the part of this Annual Report. The report of the Statutory Auditors is enclosed as “Annexure 7” to this report. Said report is self-explanatory and does not call for any further comments.
b) Secretarial Auditor:
In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their Meeting held on 5th July, 2024 had appointed M/s. Kuldip Thakkar & Associates, Company Secretaries (COP No.: 22442), as the Secretarial Auditors for the financial year 2023-24. The Secretarial Audit Report for the financial year 202324 in the prescribed form MR-3 on the audit carried out by the said Auditor is enclosed to this Report as “Annexure 4”.
Internal Auditor:
M/s. Lookman Mansuri & Associates, Chartered Accountants, Vadodara had conducted the internal audit and has submitted his report for the period ended on 31.03.2024.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks 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 to the Investments as stated in Non-Current Investments amounting to INR 113.67/- Lacs, the requisite documents with respect to this investment are not available with the Company, in the absence of sufficient information, the Management has also not provided for any Impairment for the same and in turn we are unable to comment on the carrying value of Investment made by the Company and the consequent impact thereof on Other Comprehensive Income.
Comment of Board of Directors:
The Board is going to provide sufficient and relevant documents/data to the Auditor and keep in record for future reference. As market conditions changed, the Board has decided to invest into long term asset class for better returns. The management is also looking for compliance with the stock register 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 of the Outstanding Income Tax demand for the Assessment Year 2017-2018, amounting to INR 344.56 Lakhs, for which the Company has neither filed any appeal nor created any provision in the books of accounts.
The Company has considered this outstanding demand of Income Tax. For the 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, the inventory valuation as on 31.03.2024 include Inventories amounting to Rs. 1641.62/- Lakh valued as per Valuation report dated 8th May 2023, stating valuation as on 31 st March 2023 Consequently, we had relied upon for the valuation of the inventories as on 31st March ,2024 also. we are unable to ascertain the impact due to deviation in inventory valuation on the Ind AS Financial 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 Adverse Remarks or Disclaimers made by the Secretarial Auditor:
no.
Relevant provision for
Compliance
Requirement
Observation
Explanation from Board of Directors
Regulation 31(4) of SEBI (SAST) Regulations, 2011
It is observed that the promoters have not filed the declaration under reg. 31(4) of SEBI SAST Regs, 2011.
After getting into notice, the Promoter has acted and submit the same on priority. Due to lack of the responsibility and requirement, said reporting missed out by the Promoter of the Company.
Regulation 40(10) of SEBI (LODR) Regulations 2015 for the year ended March 31, 2023
The Company shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within thirty days from the end of the financial year. The Company was failed to submit the same within specified time period.
After come to knowledge, the Board complied with the said requirement. For the future course, the Board will take care and act on prompt basis.
Regulation 47 of SEBI (LODR) Regulations, 2015, Advertisements in Newspapers
The company has not advertised the following information:
1. Notice of board meeting, where financial results shall be discussed;
2. Financial results;
3. Notices given to shareholders by advertisement.
As the Company is small scale and having no profits or reserves in the Book of Accounts. Due to lack of financial budget and administrative constraints, the Board has not come out with any advertisement. However, the Board is planning to fix this noncompliance at the earliest.
4.
Regulation 46 and 62 of SEBI (LODR) Regulations 2015
The Company was found to have inter alia not disseminated the following on its website:
Due to technical glitch occurred with the IT Systems and website of the Company, the Company
A. Annual reports
B. Policies
C. Code of Conducts
D. Financial Results
E. Corporate Governance Related data
F. Investor’s Relation related details
was failed to submit requisite details on time. Currently, all IT systems and website are working smoothly. The Board has filed all requisite data on its website.
5.
Regulation 34 of SEBI (LODR) Regulations, 2015
Late submission of Annual Report for the FY 2022-23 with Stock Exchange
The Board has missed the timeline due to busy schedule while preparing for Annual Report and convening AGM. Now onwards, the Board will take care for timely submission with the Stock Exchange and other concerned Stakeholders.
6.
The Company has failed to provide Weblink of website where all requisite documents have been published with the Stock Exchange within specified timeframe.
Due to downtime of Company’s website, the Company was not in position to share any weblink. After fixing the website related issue, the Company has provided the same to the Stock Exchange.
7.
Regulation 44 of SEBI (LODR) Regulations, 2015
The Company is required to furnish the details of its voting results in the prescribed format within Two workings days of conclusion of its General Meeting. In this regard, it is observed that the Company has not submitted the Voting Result in XBRL mode as per Exchange Circular number DCS/COMP/20/2016-17 dated January 18, 2017.
The Company doesn’t have any technical support at said point of time. After reaching to XBRL expert, the Company has submitted the same with the Authority. At the current stage, the Board has execute permanent tie-up with XBRL Service Agency. Hence, no delay in XBRL related report won’t be happen in future course.
8.
Regulation 30(6) and Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular
CIR/CFD/CMD/4/2015 dated September 09, 2015
It is observed from disclosure made under corporate announcement related to Outcome of Board Meeting to consider Financial Results, as required under Para A.4 of Part A of Schedule III of SEBI (LODR) Regulations, 2015 mentioned above, that the same is not
The Board has tried its best to submit within 30 minutes. However, due to technical glitch at BSE’s website, the reporting was late by 4 min i.e. the Company has submitted at 34th Minute instead of 30th Minute.
disclosed within 30 minutes of the closure of the meeting dated 8th November 2023.
9.
Pursuant to Schedule IV and Section 149(8) of the Companies Act, 2013
Due to death of Mr Ramavatar Jain, new Independent Director should be within 180 days from the date of his demise. However, appointment of Mr. Jignesh Soni was completed as on 14th August 2023 which is more than 180 days.
The Board was not aware of his death due to non-participation of the Director in day-to-day operations. At the time of asking his 1st BM Annual Declaration, his son has informed the Board Members for the same. After come to the knowledge, the Board has started to find new competent candidate. After finding the same, the Board has reported with the Stock Exchange.
10.
Reg. 17 of SEBI (LODR) Regulations, 2015
A listed company should replace a resigned/demised independent director with a new one as soon as possible. The deadline is the next board meeting or three months from the date of the vacancy, whichever is earlier. Due to death of Mr Ramavatar Jain, new Independent Director should be within three months from the date of his demise. However, appointment of Mr. Jignesh Soni was completed as on 14th August 2023 which is more than three months.
COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
CERTIFICATE ON CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). The Company has also implemented several best governance practices.
The requirement to issue corporate governance report is not applicable to the Company.
Regulation 15 (2) of the Listing Regulations states that:
“The compliance with the corporate governance provisions as specified in regulations 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 shall not apply, in respect of -
(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.
(b) the listed entity which has listed its specified securities on the SME Exchange.
In case of your Company, the paid-up equity share capital of the ALEXANDER STAMPS AND COIN LIMITED is Rs. 9,31,20,000/- and having total net worth of Rs. 16,83,12,000/- as on 31st March 2024. As per the company falls within the ambit of the aforesaid exemption “a”, compliance with the Corporate Governance provisions specified in the aforesaid Regulations shall not be applicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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 formulated a Policy on Prevention of Sexual Harassment of Woman at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaint Committee has also been set up to redress any such complaints received. Training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.
The Company periodically sessions for employees across the organization to build awareness about the policy and the provision of Sexual Harassment Act.
All employees (permanent, contractual, temporary, trainees) are covered under the policy.
No sexual harassment complaint has been received by the Company during the year 2023-24.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY & RISK MANAGEMENT:
The Company has adopted adequate internal financial controls, commensurate with the size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.
The Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind-AS) and the Act. These are in accordance with the generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.
The Company’s internal audit system is geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company’s policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and Regulations, and safeguarding of assets from unauthorized use.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board and Committees,including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year 2023-24.
SHARE REGISTRAR & TRANSFER AGENT:
MCS Share Transfer Agent Limited (“MCS"), a SEBI registered Registrar & Transfer Agent (“RTA”) has been appointed as the Company’s RTA. The contact detail of MCS is mentioned in the Notice of AGM.
CERTIFICATE BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER:
A compliance certificate by Managing Director and Chief Financial Officer as required by Regulation 17(8) and Regulation 33 read with part B of schedule II of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 has been provided in “Annexure 5”.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no deposits are subsisting as on date.
REPORTING OF FRAUD BY THE AUDITOR:
In terms of Section 134 (3) (ca) report by the Board of Directors is required to include the details in respect of frauds reported by auditors under sub-section 12 of 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.
SECRETARIAL STANDARDS:
During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Report of the Board Of Directors.
CREDIT RATINGS:
Requirement to take Credit ratings is not applicable to the Company during the year under review.
BUSINESS RESPONSIBILITY REPORT:
As per regulation 34(2) of SEBI Listing Regulations, 2015, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization (calculated as on 31 March of every financial year) shall include a Business Responsibility Report (BRR).
Since your company does not fall under the ambit of the said provision therefore the requirement of the said reporting does not arise for the year under review.
INDIAN ACCOUNTING STANDARDS:
The standalone financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (the 'Ind AS') prescribed under section 133 of the Companies Act, 2013 (the 'Act').
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has neither given any loans or guarantee, nor provided any security in connection with any loan to any Body Corporate or person, nor has it acquired by subscription, purchase or otherwise, the securities of any Body Corporate as provided under Section 186 of the Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and at arm’s length basis. The particulars of such contracts or arrangements with related parties, pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-2 is enclosed as “Annexure 6”.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:
The Company is in the field of buying and selling of rare stamps, coins, paper money, medals, postcards, original photos, autographs, newspapers and more of philately & 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, 2013 are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of corporate social responsibility are not applicable to your Company during the year under review.
ACKNOWLEDGEMENT:
Your directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels. We place on record our appreciation for the contribution made by our employees at all levels.
The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.
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 Sethi
Date: 14/07/2024 Place: Vadodara
DIN : 06864789