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You can view full text of the latest Director's Report for the company.

BSE: 511463ISIN: INE191N01012INDUSTRY: Finance & Investments

BSE   ` 14.12   Open: 14.45   Today's Range 13.63
14.45
-0.58 ( -4.11 %) Prev Close: 14.70 52 Week Range 11.65
19.50
Year End :2024-03 

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)

(9.85)

(1.69)

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

(9.85)

(1.69)

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

5

02.

21.07.2023

5

5

03.

14.08.2023

5

5

04.

01.10.2023

6

6

05.

06.11.2023

6

6

06.

08.11.2023

6

6

07.

18.12.2023

6

6

08.

12.02.2024

6

6

Name of Director

Attendance at the Board Meetings held

on

Attendance at the
AGM held on
26/08/2023

30.05.2023

21.07.2023

14.08.2023

01.10.2023

06.11.2023

08.11.2023

18.12.2023

12.02.2024

Mr. Anirudh P. Sethi

Y

Y

Y

Y

Y

Y

Y

Y

Y

Ms. Alka Sawhney

Y

Y

Y

Y

Y

Y

Y

Y

Y

Mr. Jignesh Soni

N

N

N

Y

Y

Y

Y

Y

N

Mr. Kiran Prakash Shah

Y

Y

Y

Y

Y

Y

Y

Y

Y

Ms. Diksha Kapur

Y

Y

Y

Y

Y

Y

Y

Y

Y

Mr. Vipulchandra

Y

Y

Y

Y

Y

Y

Y

Y

Y

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:

Name of Director

Designation

Attendance at the Committee
Meetings held on

30.05.2023

14.08.2023

08.11.2023

15.02.2024

Mr. Vipulchandra
Thakkar

Independent

Director

Y

Y

Y

Y

Mr. Jignesh Soni

Independent

Director

N

N

Y

Y

Mr. Anirudh Sethi

Managing Director

Y

Y

Y

Y

Ms. Diksha Kapur

Independent

Director

Y

Y

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 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:

Name of Director

Designation

Attendance at the Remuneration
Meetings held on

14.08.2023

01.10.2023

18.12.2023

12.02.2024

Mr. Vipulchandra
Thakkar

Chairman &
Independent Director

Y

Y

Y

Y

Ms. Diksha Kapur

Member &
Independent Women
Director

Y

Y

Y

Y

Mr. Anirudh Sethi

Member & Managing
Director

Y

Y

Y

Y

Mr. Jignesh Soni

Member &
Independent Director

N

Y

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” 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:

Name of Director

Designation

Attendance at the Stake holder and
relationship Committee held on

30.05.2023

14.08.2023

01.10.2023

18.12.2023

Ms. Diksha Kapur

Independent Director

Y

Y

Y

Y

Mr. Vipulchandra
Thakkar

Independent Director

Y

Y

Y

Y

Mr. Anirudh Sethi

Managing Director

Y

Y

Y

Y

During the year, following complaints have been received and resolved:

Sr.

no

Name

Particulars

01.

Ram Kishor Rathi

Non-receipt of Equity shares (Demat & Physical)/ Non
updation of address

02.

Pushpa Rathi

Non-receipt of Equity shares (Demat & Physical)/ Non
updation of address and Transfer

03.

Suman Meena

REVERSAL Trade

04.

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:

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.

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 2023¬
24 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:

Sr.

Particulars

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:-

Observation:

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.

Comment of Board of Directors:

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:

Observation:

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.

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 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:

Sr.

no.

Relevant provision for

Compliance

Requirement

Observation

Explanation from Board of
Directors

1.

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.

2.

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.

3.

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 non¬
compliance 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.

Regulation 46 and 62 of
SEBI (LODR)
Regulations 2015

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

(LODR)

2015

of SEBI
Regulations,

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.

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.

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
Managing Director

Date: 14/07/2024 DIN : 06864789

Place: Vadodara