To,
The Members,
Alexander Stamps and Coin Limited, Vadodara.
Your directors have the pleasure in presenting their 33rd Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended on March 31,
2025.
1. FINANCIAL SUMMARYOR HIGHLIGHTS (STANDALONE):
The Board's Report have been prepared based on the standalone financial statements of
the company.
(Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
Gross Turnover (including Other Income) |
44.47 |
36.25 |
Profit/ Loss before Interest and Depreciation (EBIDTA) |
(1.32) |
(7.33) |
Finance Charges |
- |
- |
Depreciation and Amortization |
2.50 |
2.52 |
Total Expenditure |
48.30 |
46.10 |
Net Profit / (Loss) Before Tax (PBT) |
(3.82) |
(9.85) |
Less: Tax expense |
- |
- |
Net Profit / (Loss) After Tax (PAT) |
(3.82) |
(9.85) |
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 |
(3.82) |
(9.85) |
2. BRIEF DESCRIPTION OF THE COMPANY'SWORKING 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 department of Numismatics and Philately features remarkable collections of coinsand
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 suitableplace 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, 2025, your Company has incurred a loss
after tax amounting to Rs 3.82/- lakhs as compared to loss of Rs. 9.85/- lakhs registered
duringthe previous year ended on March 31, 2024.
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.
3. 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.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICHTHESE 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.
5. DIVIDEND:
Considering the financial position of the Company, the Board of Directors have not
recommended dividend for the year 2024-25.
6. RESERVES:
The Company has not transferred any amount to general reserve for the year ended on
31st March, 2025.
7. BORROWINGS:
The total borrowings of the Company including long-term loans, Unsecured Loans and
working capital facilities stood at Rs. 15,55,000/- (Rupees Fifteen Lakhs Fifty-Five
thousand) as on 31st March 2025.
8. ANNUAL RETURN:
The Annual Return of the Company for the FY 2024-25 in the prescribed form MGT-7 as
required under section 92(3) of the Act will be available on the website of the Company
i.e. www.alexanderstamps.in.
9. CHANGE IN NATURE OF BUSINESS:
The Company did not change its nature of Business during the period under review.
10. 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. Ms. Divya Batra, Ms. Tanmaya Arora and Mr. Nikhil Kapoor are appointed as an
Additional Directors with effect from 20th August, 2024. Said Directors are going to
regularize in the ensuing Annual General Meeting subject to the approval of Shareholders.
b) Cessation of Directors:
During the year under review, Mr. Vipulchandra Pravinchandra Thakkar, Ms. Alka Sawhney
and Ms. Diksha Kapur are ceased from the post of Director due to prior commitments and
limited availability with effect from 20th August, 2024.
Further, Mr. Kiran Prakash Shah also ceased to be a Director of the Company after the
end of the financial year due to his unfortunate demise. The Board places on record its
deep appreciation for the valuable contributions made by him during his tenure and extends
heartfelt condolences to his family.
c) Declaration by Independent Directors:
As per the requirement of Section 149 (7) of the Act, Ms. Divya Batra, Mr. Jignesh Soni
and Mr. Nikhil Kapoor, 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.
11. NUMBER OF MEETINGS OF THE BOARD:
During the financial year, the Board met Eleven (11) times as tabled below. A calendar
of Meeting 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. |
05-04-2024 |
6 |
6 |
02. |
24-05-2024 |
6 |
6 |
03. |
30-06-2024 |
6 |
6 |
04. |
05-07-2024 |
6 |
6 |
05. |
12-08-2024 |
6 |
6 |
06. |
20-08-2024 |
6 |
6 |
07. |
12-11-2024 |
6 |
6 |
08. |
16-12-2024 |
6 |
6 |
09. |
08-01-2025 |
6 |
6 |
10. |
20-01-2025 |
6 |
6 |
11. |
11-02-2025 |
6 |
6 |
Name of Director |
Attendance at the Board Meetings held on |
Attendance at the AGM held on 10/08/2024 |
|
05-04-2024 |
24-05-2024 |
30-06-2024 |
05-07-2024 |
12-08-2024 |
20-08-2024 |
12-11-2024 |
16-12-2024 |
08-01-2025 |
20-01-2025 |
11-02-2025 |
|
Mr. Anirudh P. Sethi |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Ms. Alka Sawhney |
Y |
Y |
Y |
Y |
Y |
Y |
N |
N |
N |
N |
N |
Y |
Mr. Jignesh Soni |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Mr. Kiran Prakash Shall |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
Ms. Diksha Kapur |
Y |
Y |
Y |
Y |
Y |
Y |
N |
N |
N |
N |
N |
Y |
Mr.Vipulchandra Thakkar |
Y |
Y |
Y |
Y |
Y |
Y |
N |
N |
N |
N |
N |
Y |
Ms. Divya Batra |
N |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
N |
Ms. Tanmaya Arora |
N |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
N |
Mr. Nikhil Kapoor |
N |
N |
N |
N |
N |
N |
Y |
Y |
Y |
Y |
Y |
N |
12. 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, resigned on
20-08-2024), Mr. Vipulchandra Thakkar (Independent Director, resigned on 20-08-2024), Ms.
Divya Batra(appointed as Independent Director on 20-08-2024), and Mr. Nikhil Kapoor
(appointed as Independent Director on 20-08-2024) are the members.
The Committee was reconstituted during the year owing to the above- mentioned
resignations and new appointments.
Ms. Devanshi Shah initially acted as the Secretary to the Committee; following her
departure from the Company, Mr. Smit Agrawal is currently serving in that role, 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, 2025 and details of the Members
participation at the Meetings of the Committee are as under:
Name of Director |
Designation |
Attendance at the Committee Meetings held on |
|
|
04-04-2024 |
23-05-2025 |
04-07-2024 |
11-11-2024 |
10-02-2025 |
Mr. Jignesh Soiii |
Independent Director |
Y |
Y |
Y |
Y |
Y |
Mr. Vipulchandra Thakkar |
Independent Director |
Y |
Y |
Y |
N |
N |
Mr. Anirudh Sethi |
Managing Director |
Y |
Y |
Y |
Y |
Y |
Ms. Diksha Kapur |
Independent Director |
Y |
Y |
N |
N |
N |
Ms. Divya Batra |
Independent Director |
N |
N |
N |
Y |
Y |
Mr. Nikliil Kapoor |
Independent Director |
N |
N |
N |
Y |
Y |
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 Committeeheld a separate meeting with the
Statutory Auditors and theInternal 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 reconstituted
the Nomination and Remuneration committee due to the resignation and subsequent
appointment of Independent Directors during the year. Mr. Nikhil Kapoor has been appointed
as a chairman in place of Mr. Vipulchandra Thakkar and Ms. Divya Batra has been appointed
as a member in place of Ms. Diksha Kapur.
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 Personneland 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, 2025 and details of the
Members participation at the Meetings of the Committee are as under:
Name of Director |
Designation |
Attendance at the Remuneration Meetings held on |
|
|
04-07-2024 |
19-08-2024 |
11-11 2024 |
25-03-2025 |
Mr. Yipuichandra Thakkar |
Chairman & Independent Director (Resigned on 20-08-2024) |
Y |
Y |
N |
N |
Ms, Diksha Kapur |
Member & Independent Women Director (Resigned on
20-08-2024) |
Y |
Y |
N |
N |
Mr. Anirudh Sethi |
Member & Managing Director |
Y |
Y |
Y |
Y |
Mr. Jignesk Soni |
Member & Independent Director |
Y |
Y |
Y |
Y |
Ms, Divya Batra |
Independent Director (Appointed on 20-08-2024) |
N |
N |
Y |
Y |
Mr, Nikhil Kapoor |
Chairman & Independent Director (Appointed on 20-08-2024) |
N |
N |
Y |
Y |
(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" due to the resignation and subsequent appointment of
Independent Directors during the year.
Ms. Divya Batra and Mr. Nikhil Kapoor has been appointed as a member in place of Ms.
Diksha Kapur and Mr. Vipulchandra Thakkar.
The composition of the Stakeholder and relationship Committee as at March 31, 2025 and
details of the Members participation at the Meetings of the Committee are as under:
Name of Director |
Designation |
Attendance at the Stake holder and relationship Committee held on: |
|
|
20-01-2025 |
Ms. Diksha Kapur |
Independent Director |
1ST |
Mr. Vipulcliandra Thakkar |
Independent Director |
N |
Mr. Anirudh Setlii |
Managing Director |
Y |
Ms. Divya Batra |
Independent Director |
Y |
Mr. Nikhil Kapoor |
Independent Director |
Y |
During the year, following complaints have been received and resolved:
Sr. No. |
Name |
Particulars |
01. |
Suman Joshi |
Claim of equity shares based on forged share certificates |
(d) Independent Directors' Meeting
During the year under review, the Independent Directors had their meeting on 12th
March, 2025 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.
13. 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, qualityof 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.
14. 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 Auditorsand 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 2025.
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 there from;
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 2025 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 accountson 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 2025; 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 2025.
15. 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 websiteof the Company www.alexanderstamps.in. for reference and enclosed as "Annexure
1".
16. 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.
17. SHARE CAPITAL:
The paid-up Equity Share Capitalof the Company as on March 31, 2025 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:
During the year under review, the Company has not issued any sweat equity shares.
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.
18. 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.
19. 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".
20. 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".
21. 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 FINANCIALYEAR: Not Applicable
22. 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 THEREASONS THEREOF: Not applicable
23. INSURANCE:
All the properties including buildings, plant and machinery and stocks have been
adequately insured.
24. 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.
25. 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.
26. 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.
27. 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
& other related matters as provided under Section 178(3) and 178(4) of the Companies
Act, 2013 is maintained by Company.
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.
28. 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.
29. 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.
30. 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 Policyhas been uploadedon the website of the Company. The
Audit Committee shall overseethe vigil mechanism through the committee and if any ofthe
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.
31. 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 relationto the Company and
duringthe 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.
32. 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 2022-23 till the conclusion of 35th 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, 2025. 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 issuedby 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, 2025. The Auditors' Report for the financial year
ended on 31st March, 2025 on the financial statement is the part of this Annual Report.
The report of the Statutory Auditors is enclosed as "Annexure 6" 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 2024-25.The Secretarial Audit Report for the
financial year 2024- 25 in the prescribed form MR-3 on the audit carried out by the said
Auditor is enclosed to this Report as "Annexure 4".
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act, the Board at its meeting held on May 22, 2025, based on recommendation of the
Audit Committee, has approved the appointment of Kuldip Thakkar & Associates,
Practicing Company Secretaries, a peer reviewed firm (COP No.: 22442) as Secretarial
Auditors of the Company for a term of five consecutive years commencing from FY 2025-26
till FY 2029- 30, subject to approval of the Members at the ensuing AGM.
(c) 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 31.03.2025.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Statutory Auditors:
St. No. Particulars
1. Non-Current Investments:
Observation:
We draw attention to the Note No 30 to the Financial Statement with
respect to the Investments as stated in Non-Current Investments amounting to ENTR. 113
67.'- Laos, 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 prowded
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 dare of
this report.
2 Assessment of Income Tax Dept: -
Observation:
We draw7 attention to the Note No 27 to the Financial Statements, in
respect of the Outstanding Income Tax demand for the Assessment Year 2017-2018, amounting
to INR 357.63 Lakhs, for which the Company has neither filed any appeal nor created any
provision in the books of accounts. Had the company has provided the same loss wrould have
been higher by INR. 3 57.63 Lakhs.
Comment of Board of Directors:
The Company has considered this outstanding demand of Income Tax. For the
same, the Board is gomg to take relevant action m coming month.
3. Inventory valuation:
Observation:
We draw attention to the Note No 29 to the Financial Statements, the
inventories as on 31.03.2025 amounting to Rs. 1643.84/- Lakh valued as per Valuation
report dated 8th May 2023, stating valuation mentioned in this report as on the date of
31st March 2023. Consequently, we had relied upon the valuation of the inventories as on
31st March 2025 on this valuation report and hence we are unable to ascertain the impact
due to deviation in inventory valuation as per Ind AS 2 Inventories.
Comment of Board of Directors:
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 then" reference and record. Said observ ation 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:
Sr. No. |
Relevant provision for Compliance Requirement |
Observation |
Explanation from Board of Directors |
1. |
Regulation 47 of SEBI (LODR) Regulations, 2015. Advertisements in
Newspapers |
The company has not advertised the following information: |
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. |
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1. Financial results; |
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2. Notices given to shareholders by advertisement. |
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2. |
Regulation 46 and 62 of SEBI (LODR) Regulations 2015 |
The Company was found to have inter alia not disseminated the following
on its website: A. Annual reports |
There was no willful default or intent to withhold information, and all
disclosures had been duly approved and filed with the respective statutory authorities
within prescribed timelines. However, the simultaneous reflection on the website was
inadvertently delayed. |
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B. Policies |
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C. Code of Conducts |
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D. Financial Results |
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E. Corporate Governance Related data |
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F. Investor's Relation related details |
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Upon identification of the issue, immediate corrective actions were
taken. Most of the required disclosures have already been uploaded, and a system-driven
compliance protocol is now in place to prevent such instances in future. |
33. COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148 (l) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
34. 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 ScheduleV 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 rupeestwenty-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. 16,79,27,582.50/- as
on 31st March 2025. As per the companyfalls 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.
35. DISCLOSURE UNDER THE SEXUALHARASSMENT 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 conductedthroughout
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
2024-25.
36. VIGIL MECHANISM/ WHISTLE BLOWERPOLICY:
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.
37. 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 Companyhas
policies and procedures in place for ensuring proper and efficient conduct of its
business,the safeguarding of its assets,the prevention and detectionof 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 throughadherence 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 controlswere adequate and effective duringthe year
2024-25
38. 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.
39. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER:
A compliance certificate by Chief Executive Officer and Chief Financial Officer as
required by Regulation 17(8) and Regulation 33 read with part B of schedule
11 of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 has been
provided in "Annexure 5".
40. DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 ofthe
Companies Act, 2013 and the Companies(Acceptance of Deposits) Rules, 2014 and no deposits
are subsisting as on date.
41. REPORTING OF FRAUD BY THE AUDITOR:
In terms of Section 134 (3) (ca) report by the Board of Directors is required to
include the detailsin respect of frauds reportedby 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.
42. 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.
43. CREDIT RATINGS:
Requirement to take Credit ratings is not applicable to the Company during the year
under review.
44. 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 31st March of every financial year) shall includea 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.
45. 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').
46. 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.
47. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, the Company did not enter into any contracts,
arrangements, or transactions with related parties requiring disclosure. Accordingly, the
disclosure of particulars in Form AOC-2 is not applicable.
48. 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 objectof the Company the above- mentioned clause is not
applicable.
Hence, the disclosure required in Section134(3) (m) of the CompaniesAct, 2013 are not
applicable to the Company.
49. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of corporate social responsibility are not applicable to your Company
during the year under review.
50. 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, |
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Makarpura, Vadodara-390014. |
Sd/- |
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Anirudh Sethi |
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Chairman |
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DIN: 06864789 |
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Date: 22/07/2025 |
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Place: Vadodara |