The Members Alexander Stamps and Coin Limited Vadodara.
Your directors have the pleasure in presenting their 29th Annual Report onthe business and operations of the Company and the accounts for the Financial Year endedon March 31 2021.
Financial Summary or highlights/Performance of the Company (Standalone):
The Board's Report have been prepared based on the standalone financial statements ofthe company.
(Rs. in Lakhs)
|Particulars ||2020-21 ||2019-20 |
|Revenue from Operation ||75.99 ||43.63 |
|Other Income ||00 ||0.02 |
|Less: Total Expenditure (Excluding Depreciation and Finance Cost) ||69.87 ||45.60 |
|Finance Cost ||0.01 ||- |
|Depreciation and Amortization ||0.22 ||0.22 |
|Profit/Loss before exceptional Items ||5.89 ||(2.17) |
|Exceptional Items ||- ||- |
|Profit/Loss before tax ||5.89 ||(2.17) |
|Current tax ||1.75 ||- |
|Profit/Loss after tax ||4.14 ||(2.17) |
Brief description of the Company's working during the year/State of Company's affair:
The Company is in the business of philatelic and numismatic activities. The Company isone of the leading organizations which is dealing in philatelic and numismatic activity.The stamps possessed by the Company are rare collections and collected by variousPhilatelists. People can also place order from the website of the Company to purchasethese precious assets at predetermined prices fixed by the Company from time to time.
In addition to this the Company is also planning to have its own gallery wherein theCompany will place on exhibition various stamps and other related literature whichincludes exhibition on Mahatma Gandhi's Stamps issued by the Government of India from timeto time. Keeping in view the above-mentioned requirements the Company is in the processof identification of a suitable place in Vadodara city. However the Company is also indiscussion with various Philatelists and other organizations to have various exhibitionsto promote philatelic activity in our nation.
Further to promote digitalization the Company has also purchased website namelywww.indianstampghar.com which will in turn surely strengthen the business of the Company.
During the year under review ended on March 31 2021 your Company has incurred aprofit after tax amounting to Rs. 4.14/- lakhs as compared to loss of Rs. 2.17/- lakhsregistered during the previous year ended on March 31 2020.
COVID-19 pandemic developed rapidly into a global crisis forcing governments toenforce lock-downs of all economic activity. For the Company the focus immediatelyshifted to ensuring the health and well-being of all employees and on minimizingdisruption to services for all our customers. To effectively respond to and manage ouroperations through this crisis the Company triggered its business continuity managementplan. Our teams reacted with speed and efficiency and quickly leveraged technology toshift the workforce to an entirely new work-from-home' model. Several initiativeswere rolled out to make teams and managers effective while working from differentlocations.
The outbreak of corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. Operations and revenue havebeen impacted due to COVID-19.
Your Company has put in place a liberal paid leave policy for employees affected byCOVID-19. In case of unfortunate demise of an employee your Company is providingfinancial support to the family and committing to shoulder the educational expenses of thechildren. While the war against COVID-19 is far from over your Company is confident thatin the end it will prevail. Your Company care for each one of our stakeholders includingemployees shareholders vendors customers and local communities.
Report on Performance and Financial Position of Subsidiaries Associates and JointVenture 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 Companyoccurred between the end of the financial year to which these financial statements relateand the date of the report:
There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this report.
Looking at the current and future expansion plan and past losses incurred during thepast years your directors have not recommended any dividend for the financial year2020-21.
The Company has not transferred any amount to general reserve for the year ended on 31stMarch 2021.
Change in Nature of Business:
The Company did not change its nature of Business during the period under review.
The paid-up Equity Share Capital of the Company as on March 31 2021 was Rs.86400000/-.
During the year under review the company has not forfeited any shares and has not madea bonus issue to the existing shareholders.
Issue of Shares with Differential Rights:
During the year under review the Company has not issued any shares with differentialvoting 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 byTrustees for the Benefit of Employees:
The Company has no scheme of provision of money for purchase of its own shares byemployees 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 andProtection Fund is not applicable to the Company during the year under review.
Directors and Key Managerial Personnel:
1. Ms. Alka Sawhney (DIN: 07421366) has been appointed as an Executive Director by theMembers in the 28th Annual General Meeting w.e.f. 31st December2020.
2. Mr. Anirudh Sethi (DIN: 06864789) has been appointed as a Managing Director by theMembers in the 28th Annual General Meeting w.e.f. 31st December2020.
3. Mr. Ramavatar Jain (DIN- 08282553) has been regularized by the members appointed asan Independent Director by the Members in the 28th Annual General Meetingw.e.f. 19th November 2018.
4. Mr. Kiran Shah (DIN- 08998898) has been appointed by the members as the Whole TimeDirector of the Company by the members w.e.f. 31st December 2020.
5. Ms. Diksha Kapur (DIN- 08998923) has been appointed as a Woman Independent Directorby the members w.e.f. 24th December 2020.
6. Mr. Vineet Dubey has been appointed as a Chief Finance Officer of the Company by themembers w.e.f. 31st December 2020.
7. All the independent directors i.e. Mr. Satish Korogappa Shetty Ms. Diksha Kapurand Mr. Ramavatar Jain have submitted the Statement on declaration that they qualify thecriteria of independence as mentioned under sub-section (6) of section 149 of theCompanies Act 2013 and Reg. 16(1) (b) of the SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 amended thereof and they have also complied with the codefor Independent Directors prescribed in Schedule IV to the Act.
8. Ms. Nishi Jaiswal has been appointed as Compliance Officer cum Company Secretaryw.e.f. 02.02.2021.
Directors' Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act 2013 and based on the report fromyour Directors the operating Management confirms that;
a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affair of the company at the end of the financial year on March31 2021 and of the profit of the company for the financial year ended March 31 2021;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively;
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Management Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation2015 with the Stock Exchanges in India is presented in a separate section forming part ofthe Annual Report as Annexure-A.
Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed as Annexure-B.
Number of Meetings of the Board:
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review the following meetings have been duly held-
|Sr. No. Dates on which the Board Meetings were held ||Total Strength of the Board ||No. of Directors Present |
|01. 14.05.2020 ||4 ||4 |
|02. 27.07.2020 ||4 ||4 |
|03. 12.10.2020 ||4 ||4 |
|04. 24.12.2020 ||4 ||4 |
|05. 18.01.2021 ||6 ||6 |
|06. 14.02.2021 ||6 ||6 |
|07. 12.03.2021 ||6 ||6 |
COMMITTEES OF THE BOARD
|Name of Director ||Attendance at the Board Meetings held on ||Attendance at the AGM held on |
| ||14.05.2020 ||27.07.2020 ||12.10.2020 ||24.12.2020 ||18.01.2021 ||14.02.2021 ||12.03.2021 ||31/12/2020 |
|Mr. Anirudh P. Sethi ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Mr. Satish Shetty ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Ms. Alka Sawhney ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Mr. Ramavatar Jain ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Mr. Kiran Prakash Shah ||N ||N ||N ||N ||Y ||Y ||Y ||Y |
|Ms. Diksha Kapur ||N ||N ||N ||N ||Y ||Y ||Y ||Y |
(a) Audit Committee (Mandatory Committee)
During the year under review the Audit Committee has been re-constituted on12.03.2021. Mr. Ramavatar Jain is the Chairman of the committee and Mr. Anirudh SethiManaging Director and Ms. Diksha Kapur Independent Director are the members and Ms NishiJaiswal act as a Secretary to the committee the said committee met on five occasions withattendance of all the members as mentioned in the table below:
The composition of the Audit Committee as at March 31 2021 and details of the Membersparticipation at the Meetings of the Committee are as under:
|Name of Director ||Category ||Attendance at the Committee Meetings held on |
| || ||14.05.2020 ||27.07.2020 ||12.10.2020 ||24.12.2020 ||18.01.2021 |
|Ms. Alka Sawhney (member till 12.03.2021) ||Executive Director ||Y ||Y ||Y ||Y ||Y |
|Mr. Satish Shetty Korogappa (member till 12.03.2021) ||Independent Director ||Y ||Y ||Y ||Y ||Y |
|Mr. Ramavatar Jain ||Independent Director ||Y ||Y ||Y ||Y ||Y |
|Ms. Diksha Kapur (member w.e.f. 12.03.2021) ||Independent Director ||N ||N ||N ||N ||N |
|Mr. Anirudh Sethi (member w.e.f. 12.03.2021) ||Managing Director ||N ||N ||N ||N ||N |
The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013 and SEBI (LODR) 2015.
All the Members on the Audit Committee have the requisite qualification for appointmenton the Committee and possess sound knowledge of finance accounting practices and internalcontrols.
During the year under review the Audit Committee held a separate meeting with theStatutory Auditors and the Internal Auditor to get their inputs on significant mattersrelating to their areas of audit.
(b) Nomination and Remuneration Committee:
In compliance with Section 178 of the Companies Act 2013 the Board has re-constitutedthe existing Nomination and Remuneration committee on 12.03.2021 during the year underreview.
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 Personneland to other Senior Management positions;
Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;
Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board.
The composition of the Remuneration Committee as at March 31 2021 and details of theMembers participation at the Meetings of the Committee are as under:
|Name of Director || |
|Attendance at the Remuneration Meetings held on |
| || ||24.12.2020 ||18.01.2021 |
|Ms. Alka Sawhney (member till 12.03.2021) ||Executive Director ||Y ||Y |
|Mr. Satish Shetty Korogappa ||Chairman & Independent Director ||Y ||Y |
|Mr. Ramavatar Jain ||Member & Independent Director ||Y ||Y |
|Ms. Diksha Kapur (member w.e.f. 12.03.2021) ||Member & Independent Director ||N ||N |
|Mr. Anirudh Sethi (member w.e.f. 12.03.2021) ||Member & Managing Director ||N ||N |
(c) Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act 2013 and theSEBI (LODR) Regulation 2015 the Board has reconstituted the Stakeholders'Relationship Committee on 12.03.2021.
The composition of the Stake holder and relationship Committee as at March 31 2021 anddetails of the Members participation at the Meetings of the Committee are as under:
|Name of Director ||Category ||Attendance at the Stake holder and relationship Committee held on |
| || ||05.06.2020 ||27.07.2020 ||12.10.2020 ||24.12.2020 ||18.01.2021 |
|Ms. Alka Sawhney ||Independent Director ||Y ||Y ||Y ||Y ||Y |
|Mr. Ramavatar Jain ||Independent Director ||Y ||Y ||Y ||Y ||Y |
|Mr. Anirudh Sethi ||Managing Director ||Y ||Y ||Y ||Y ||Y |
During the year following complaints have been received and resolved:
|Sr. no Name ||Particulars |
|01. Ms. Alpa S Shah ||Non-receipt of Equity shares (Demat & Physical) |
|02. Mr. Pareshbhai Seth ||Non-receipt of Equity shares (Demat & Physical) |
(d) Independent Directors' Meeting
During the year under review the Independent Directors had their meeting on 12thMarch 2021 inter alia to discuss:
Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole;
Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive Directors;
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own Board its committees and the individual members of theBoard (including the Chairperson). A structured questionnaire was prepared after takinginto consideration inputs received from the directors covering the aforesaid aspects ofthe Board's functioning. The overall performance of the Board and Committees of the Boardwas found satisfactory.
The overall performance of Chairman Executive Directors and the Non-ExecutiveDirectors of the Company was found satisfactory. The review of performance was based onthe criteria of performance knowledge analysis quality of decision making etc.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
Details of significant and material orders passed by the Regulators Courts andTribunals:
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and company's operations in future.
The details in respect of adequacy of internal financial controls with reference to theFinancial Statements:
The Company has formulated an Audit Committee which meets once in every quarter toreview the financial results internal financial controls and risk management systemauditor's independence and performance etc. The Company has also appointed InternalAuditors who perform their duty on the basis of the scope of work allotted to them time totime.
Company's policy relating to Director's appointment payment of remuneration anddischarge of their Duties:
The Company's policy relating to appointment of Directors payment of Managerialremuneration Director's qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) and 178(4) of the CompaniesAct 2013 is maintained by Company. Accordingly Board based on the recommendation of theNomination and Remuneration Committee has formulated a policy on remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The policycovers the appointment including criteria for determining qualification positiveattributes independence and remuneration of its Directors Key Managerial Personnel andSenior Management Personnel. The Nomination and Remuneration Policy is available onCompany's Website www.alexanderstamps.in.
Details of Subsidiary/Joint Ventures/Associate Companies: NA
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is not applicable to theCompany 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 tothe Members of the Board and all employees. The Company believes in ZeroTolerance to bribery and corruption in any form and the Board has laid down theAnti-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 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. 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 ofthe members of the committee have a conflict of interest in a given case they shouldrecuse 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 whoreport unethical practices and irregularities.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring 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 theCode.
Auditors of the Company
a) Statutory Auditors
Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the provisions of Companies Act 2013. In line with the requirements of theCompanies Act 2013 M/s. Sheetal Samriya & Associates Chartered Accountants (Firmregistration number 011478C) was appointed as the statutory auditors of the Company tohold office for a period of five consecutive years from the conclusion of the 25th AGM ofthe Company held on September 30 2017 till the conclusion of the 30th AGM to be held in2022.
The requirement for the annual ratification of auditors' appointment at the AGM hasbeen omitted pursuant to Companies (Amendment) Act 2017 notified on May 7 2018.
During the year the statutory auditors have confirmed that they satisfy theindependence criteria required under the Companies Act 2013 the Code of Ethics issued bythe Institute of Chartered Accountants of India and Exchange Commission and the PublicCompany Accounting Oversight Board.
The auditors have also that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.
The Auditors have issued unmodified audit opinion on the financial statement for thefinancial year ended on March 31st 2021. The Auditors' Report for thefinancial year ended on 31st March 2021 on the financial statement is the partof this Annual Report. The report of the Secretarial Auditors is enclosed asAnnexure F to this report. Said report is self-explanatory and does not callfor any further comments.
b) Secretarial Auditor:
In terms of Section 204 of the Act and Rules made there under M/s. Kuldip Thakkar& Associates Practicing Company Secretary (COP No.: 22442) Vadodara have beenappointed as Secretarial Auditors of the Company. The Company has received consent fromMr. Kuldip Thakkar to act as an Auditor for conducting audit of secretarial record for thefinancial year ending on 31st March 2021. The report of the SecretarialAuditors is enclosed as Annexure C to this report. As per Regulation 24A readwith circular CIR/CFD/CMD1/27/2019 dated February 08 2019 the Secretarial Auditor hasalso submitted Annual Secretarial Compliance Report is enclosed asAnnexure D. Both reports are self-explanatory and does not call for anyfurther comments.
M/s. Aalap Parikh and Associates Chartered Accountants Vadodara had conducted theinternal audit and has submitted his report for the period ended on 31.03.2021.
Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Statutory Auditors:
1. Revenue from operation and purchase of traded goods:
The Company is in trading business of buying and selling of artistic aesthetic thingsproducts drawing literatures journals newspaper and so on but the majority of thetransaction is routed through cash purchase (Purchase of stock in trade) and cash sales(Revenue from operation) we strongly advice management to keep record of identity of alltransactions made through cash we are unable to cross verify said transactions because oflack of availability of records. Below is the statistics of past 5 years revenue formoperation (Sales) and holding of stock in trade (Closing Stock) which also showstremendous decrease in sales and huge building up of a stock in trade.
|Sr. no. Years ||Sales in Rs. ||Closing Stock in Rs. |
|1. 2016-17 ||84059150 ||239 O7576 |
|2 2017-18 ||50638090 ||143719179 |
|3. 2018-19 ||10320851 ||149281826 |
|4. 2019-20 ||4363167 ||149287826 |
|5. 2020-21 ||7599204 ||153846806 |
Company is keeping huge amount of stock and of a special nature we strongly believethat management should keep perfect record of stock Furthermore company has not takeninsurance of the stock in trade which also creates huge risk on company.
Looking at the working pattern margins earned and assets held by the company itsstrongly recommended. management to give more focus on health of the company's performanceand internal control of the company.
Comment of Board of Directors:
Due to unavailability of potential buyers in the market the sale of the Company gotreduced from the past years. The Company does not want to sell its stock at a lower valuedue to uniqueness of the products and rare collection. For the expanding the market theCompany is constantly working towards technology and ease of dealing with world classbuyers. The management is also looking for compliance with the stock register within sixmonths from the date of this report.
Your Company is planning to have a suitable insurance for its stock as per the natureof the business.
2. Loans & Advances (Overstatement of Loans & Advances and Non-Provision forBad & Doubtful Loans and Advances - Non-Compliance of IND AS 37):
The balances under the head "loans and advances" amounting to Rs. 13.30 lakhsare without Balance Confirmation. In absence of balance confirmation the balances mightbe overstated and provision for Bad and Doubtful is required which has notbeen provided by the Company. So financial statements do not give true and fair view withregards to financial impact of such Loans & Advances given.
Furthermore Balance under the head "other non-current assets" with advanceto vendor amounting to Rs. 5.02 lakhs are also long outstanding for which no confirmationhas been received.
Mr. Anirudh Sethi who is director of the company has taken Rs.19.33 lakhs (includingentries of Unamortized cost as per IND AS) outstanding as on 31.03.2021 of Loans &Advances from company which is doing violation of provisions of Sec 185 of Companies Act2013.
Comment of Board of Directors:
The Company has given loans and advances to Mr. Anirudh P Sethi as a part ofremuneration. However the said amount of Managerial remuneration is higher than approvedremuneration in the Shareholders' meeting dated 31st December 2020. Themanaging director of the Company has no malafide intention to deal into this type oftransaction. After getting the proper knowledge of the rules and regulation about themanagerial remuneration said Director has returned the amount in the month of July 2021.
Absence of balance confirmation- Company is carrying very old balance in unsecuredloan. Company has not provided balance confirmation of loan received from Main Dhal Millspvt. ltd amounting to Rs. 468889.00/- Linkwise Exports Pvt Ltd amounting to Rs.1875543/- and for Loan from retired director amounting to Rs. 1192769/- so we areunable to comment upon the same So financial statements does not give true and fair viewwith regards to borrowings.
Comment of Board of Directors:
The said amount had been obtained by the Company a long time ago as inter corporateunsecured loan from a Company and from one of its former directors. However the Companyhas not identified any of the said party to repay the said amount nor any of the party hasclaimed for the same. Therefore the Company is arranging to write-off all the outstandingamount by the end of the financial year.
4. Statutory dues:
The details regarding disputed statutory dues in respect of Income Tax VAT Sales TaxGST PF ESIC and other taxes has not been provided to us and hence we are unable tocomment upon the adequacy of provision and its impact.
Comment of Board of Directors:
The Company has appointed competent professionals as well as employee to look into thematter and all pending issues raised by the Auditor will be settled by end of currentfinancial year.
5. Non-Compliance of requirement of ROC:
Authorized share capital of the company is 72000000 whereas paid-up share capital ofthe company is Rs. 86400000 hence company has not increase it's authorized sharecapital. Company has not provided for interest/penalty for the said default in thefinancial statement. Company has failed to file SH-7 form also with ROC resulting intonon-payment of ROC fees also to increase authorized capital.
Comment of Board of Directors:
The Company has rectified the said non- compliance by filing form SH-7 on 11.06.2021.Therefore the Authorized Share Capital of the Company is Rs. 90000000/- and thePaid-up Share Capital is Rs. 86400000/-.
6. Violation of sec 73 of Companies Act 2013:
Company has received Rs. 6000000.00 from 3 individuals and shown under applicationfor share capital pending allotment. Out of the said amount Rs. 3000000/- has beenreceived in Dec-2018 and Rs. 3000000 has been received in Jan-2019. Company has neitherallotted the shares nor refunded the amount back to them. Company has not followed any ofthe procedure prescribed under section 62 and Sec 42 of Companies Act 2013 read with Rule13. This is straight violation of sec 73 of Companies Act 2013.
Comment of Board of Directors:
The Company has refunded all said amount by the end of July 2021. Currently theCompany has not owned any sum as an unsecured or secured deposits from public or any otherperson.
During our audit of books of accounts we have notice that cash-in-hand as per balanceas on 31.03.2021 is 29.44 lakh which was not provided for verification to us. looking atthe business turnover keeping such huge cash in hand is not preferable.
Comment of Board of Directors:
Due to the unavoidable situation in the pandemic of COVID-19 the physical verificationof the cash-in-hand was not possible however the Board of Directors assure the members ofthe Company about the authenticity of the amount.
8. Related party Transaction's discloser:
During our audit we have observed below mention related parties Transactions:
|Sr. No. Name of Related Parties ||Nature of transaction ||Amount in Rs. ||Relationship of the Party to the Company |
|1. Anirudha Sethi ||Purchase of Stock ||2450000/- ||Director of the Company |
|2. Vandana A Sethi ||Advance from Debtor ||1800000/- ||Relative of the Director |
Company has purchased goods (stock in trade) worth Rs. 24.50 lakhs from director of thecompany but we have not been provided with any of the confirmation w.r.t independentvaluation of the transaction to determine arm's length price.
Comment of Board of Directors:
The transaction falls under the ambit of Sec 188 of Companies Act 2013 which is atarm's length price and normal course of action. As per the provision of the Companies Act2013 the amount of the transaction exceeds the limit provided under the respectivesection which requires prior approval of the members via ordinary resolution. However dueto unawareness of the said provision at the end of the Management the Company has failedto obtain the said approval. As part of actions the company has refunded the amountreceived from Ms. Vandana Sethi.
9. Internal control:
There is a lack of internal control over financial reporting which is serious matter ofconcern as a statutory auditor of the company. Comment of Board of Directors: The Boardof Directors of the Company are taking care of the internal control over the financialreporting.
Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Secretarial Auditor:
|Sr. no. Relevant provision for Compliance Requirement ||Observation ||Explanation from Board of Directors |
|1. Appointment of Key managerial personnel as required under Sec 203 of the Companies Act 2013. ||It is observed that the company has not appointed Company Secretary within six months from the date resignation of previous Company Secretary. However the said appointment has been made as on 2nd February 2021. ||The Board has been searching for the right candidate since long time. After getting the same the Board has appointed Ms Nishi Jaiswal as a Compliance officer. |
|2. Appointment of Key managerial personnel as required under Sec 203 of the Companies Act 2013. ||The Company has failed to appoint Chief Financial Officer and Chief Executive Officer and Managing Director. However the Company made said compliance good on or after 24th December 2020. ||At present stage the Company has full composition of KMPs in accordance with applicable rules and regulations. |
|3. Sec 61 of Companies Act 2013 filing of Form SH-7 for Increase in Authorised Share Capital ||The Company has failed to file two SH-7 forms for increasing Autho. Share capital from Rs 6 Cr to 9 Cr. ||At present stage the Company has complied with respective non- filing and as per the latest master data at MCA the authorized share capital of the Company is Rs 9 Cr. |
|4. Acceptance of Share Application Money under 62(1)(c) of the Companies Act 2013 read with the Companies (Share Capital and Debentures) Rules 2014 ||The Company had accepted share application money of Rs. 6000000 from investors as a part of preferential allotment in the year FY 2018-19. However till the date the Company has neither allotted the equity shares nor repaid the application money the investors. ||At present the Company has refunded all amount which converted into deemed deposit by end of July 2021. |
|5. E-Forms with the ROC ||The Company has filed following forms beyond prescribed time : ||The Management is constantly looking to enhance the overall compliance status of the Company. Currently the Company has complied with all applicable rules pertaining to filing of e- forms with statutory authority. |
| ||1. Form MGT-7 for the FY 2017-18 2018-19; || |
| ||2. Form AOC-4 for the FY 2017-18 2018-19 and 2019-20; || |
| ||3. Form DPT-3: Return of Deposits for FY 2018-19 and FY 2019-20 || |
| ||4. Form DIR- 12 for appointment of Directors and KMPs for BM dated 24th December 2020 and AGM dated 31st December 2020 || |
| ||5. Form INC-22A (Active) on 24.02.2021. || |
|6. Sec 188 of Companies Act 2013- Related Party Transactions ||The Company has failed to take approval of shareholders for the Related party Transaction. The turnover of the company for the FY 2020-21 is Rs. 7599000 whose 10 percent amounts to Rs. 759900 which is the maximum limit under which no approval of shareholders required. However there are two transactions executed by the Director and his relative under the violation of Sec 188 of the Companies Act 2013. ||The Company is going to obtained prior approval of Shareholders in ensuing Annual General Meeting. |
|7. Sec 186 of Companies Act 2013 Loans and advances to third party ||As per the latest Audited financials the Company has landed Rs 13.3 lacs to unrelated parties without having any compliance of the Act. ||The Company is going to write off the said amount due to non- availability of data of borrower and said amount will be added into the income of the Company as per the Indian laws. |
|8. Sec 185 of Companies Act 2013- Loan to Director ||The Company has landed Rs 19.33 lacs to Mr Anirush Sethi without having any compliance of Sec 185 read it with its rules of the Companies Act 2013. ||Said amount has been given as a remuneration. However the MD Agreement is not allowing that much amount which will ratify in ensuing AGM. |
|9. Reg.13(1) of SEBI (LODR) Regulations 2015 relating to Non-Redressal of Investor Complaints for the period of March 11 2021 to April 10 2021 ||The Company has failed to resolve the investors' grievances/compliant within specified time period. SCORES Complaint No. SEBIE/GJ20/0001219/1 of certain shareholders within time limit and also has failed to file quarterly disclosure as per the requirement of these regulation within 21 days from the end of quarter. ||The Company has received false / irrelevant representation from the group of Investors who are not directly or indirectly associates with the Company since Inception. However the Company has resolved the same. |
|10. Regulation 33 of SEBI (LODR) Regulations 2015 relating to Financial Results ||The Company has failed to file First (1st) and Second (2 nd) quarterly result for the F.Y. 2020-21 within 45 days from the end of quarter. ||Due to lack of professional support the Company could not file the financial statement within prescribed time. Presently the Company has full support from the inhouse Compliance officer and independent professional which would not allow any delay in reporting with competent Authority. |
|11. Regulation 31 of SEBI (LODR) Regulations 2015 relating to Holding of specified securities and shareholding pattern ||The company has failed to file First (1st) quarterly statement within 21 days from the end of quarter (i.e. on or before 21-07- 2020). However the statement has been filed on 24-07-2020. ||Due to lack of professional support the Company could not file the shareholding pattern within prescribed time. Presently the Company has full support from the inhouse Compliance officer and independent professional which would not allow any delay in reporting with competent Authority. |
|12. Regulation 6 of SEBI (LODR) Regulations 2015 & Regulation 9 of SEBI (PIT) Regulations 2015 relating to Compliance Officer ||The company has failed to appoint Compliance Officer within 6 months from the resignation of CS Jigar Ray Past Compliance Officer (resigned from 31-01-2020). However the Company has appointed Ms. Nishi Jaiswal as Compliance Officer w.e.f. 02-02-2021. ||Due to lack of professional support the Company could not able to find competent professional. In the month of February the Company has associated Ms Nishi Jaiswal as a Compliance officer. |
|13. Regulation 24A read with circular CIR/CFD/CMD1/27 /2019 dated February 08 2019 ||The company has failed to file Annual Secretarial Audit Report with stock exchange within 60 days from the end of financial year 2019-20 (i.e. on or before 30-05-2020). ||Due to lack of professional support the Company could not file the Annual Secretarial Audit Report within prescribed time. |
| || ||Presently the Company has full support from the inhouse Compliance officer and independent professional which would not allow any delay in reporting with competent Authority. |
|14. Regulation 40 (9) of SEBI (LODR) Regulations 2015 relating to requirement of producing certificate from PCS (who will certifying all certificates have been issued within thirty days of the date of lodgment for transfer sub-division consolidation renewal exchange or endorsement of calls/allotment monies) within one month from the end of each half year. ||The company has failed to produce such certificate for the period from 1st April 2020 to 30 th September 2020 within 1 month from the end of half year (i.e. on or before 31-10-2020). However the certificate has been produced on 11th November 2020. ||Due to lack of professional support the Company could not file the Annual Secretarial Audit Report within prescribed time. Presently the Company has full support from the inhouse Compliance officer and independent professional which would not allow any delay in reporting with competent Authority. |
|15. Regulation 47 of SEBI (LODR) Regulations 2015 Advertisements in Newspapers ||The company has not advertised the following information: ||As per routine practice the Company is publishing all requisite information and data on website of the Company and Stock Exchange. |
| ||1. Notice of board meeting where financial results shall be discussed; || |
| ||2. Financial results; || |
| ||3. Notices given to shareholders by advertisement. || |
|16. Regulation 29 of SEBI (LODR) Regulations 2015 Notice for Board Meeting financial results is going to be approve. ||The Company has failed to intimate the date of the Board Meeting to the Stock Exchange within time limit i.e. at least 5 days in advance for Board Meeting intimation in which Company has full support from the inhouse Compliance officer and independent professional which would not allow any delay in reporting with competent Authority. ||Due to lack of professional support the Company could not file the intimation of Board Meeting within prescribed time. Presently the |
Cost Records and Cost Audit:
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
Certificate on Corporate Governance:
The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several bestgovernance 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 inregulations 17 17A 18 19 20 2122 23 24 24A 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and Para C D and E of Schedule V shall not apply inrespect of
(a) the listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty-five crore as on the last day of theprevious 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 ANDCOIN LIMITED is Rs. 86400000/- and having total net worth of Rs. 159341000/- as on31st March 2021. As per the company falls within the ambit of the aforesaidexemption a compliance with the Corporate Governance provisions specified inthe aforesaid Regulations shall not be applicable to the Company.
Disclosure under the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013:
As per the requirement of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy on Prevention ofSexual Harassment of Woman at Workplace for prevention prohibition and redressal ofsexual harassment at workplace and Internal Complaint Committee has also been set up toredress any such complaints received. Training/awareness programs are conducted throughoutthe year to create sensitivity towards ensuring respectable workplace.
The Company periodically sessions for employees across the organization to buildawareness about the policy and the provision of Sexual Harassment Act.
All employees (permanent contractual temporary trainees) are covered under thepolicy.
No sexual harassment complaint has been received by the Company during the year2020-21.
Vigil mechanism / Whistle Blower Policy:
Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct.
Internal Control Systems and their adequacy & Risk Management:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm named M/S. Aalap Parikh & Associates Vadodara to review its existinginternal control system with a view to tighten the same and introduce a system ofself-certification by all the process owners to ensure that internal controls over all thekey business processes are operative. The Internal Audit Department monitors and evaluatesthe efficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company andits subsidiaries. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
The Company is not mandatorily required to constitute Risk Management Committee.Further our Company has laid down procedure to inform Board Members about the riskassessment and minimization procedures. These procedures are being periodically reviewedto ensure that management controls risk through the means of properly defined framework ofthe Company.
The Company endeavors to continuously sharpen its Risk management system and process inline with a rapidly changing environment. There is no risk which in the opinion of theBoard threaten the existence of the Company. However some of the risk which may posechallenges are sets out in Management Discussion and Analysis repot which forms the partof this Report.
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 contactdetail of MCS is mentioned in the Notice of AGM.
In accordance with the Companies Act 2013 the annual return in the prescribed formatis available through the weblink i.e.www.alexanderstamps.in/investor-relations
Certificate by Managing Director and Chief Financial Officer:
A compliance certificate by Managing Director and Chief Financial Officer as requiredby Regulation 17(8) and Regulation 33 read with part B of schedule II of SEBI (ListingObligations and Discloser Requirements) Regulations 2015 has been provided in Annexure E.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and no depositsare subsisting as on date.
Details relating to Deposits covered under Chapter V of the Companies Act 2013:
a) Accepted during the year; NIL
b) Remain unpaid or unclaimed as at the end of the year; NIL
c) Whether there has been any default in repayment of deposits or payment interestthereon during the year and if so number of such cases and the total amount involved:
i. at the beginning of the year: NIL
ii. maximum during the year: NIL
iii. at the end of the year: NIL
Reporting of fraud by the Auditor:
In terms of Section 134 (3) (ca) report by the Board of Directors is required toinclude the details in respect of frauds reported by auditors under sub-section 12 ofsection 143 other than those which are reportable to the Central Government. No such fraudwas reported by the auditor during the period under review.
During the year under review Company has complied with all the applicable provisionsof secretarial standards issued by the Institute of Company Secretaries of India.
Requirement to take Credit ratings is not applicable to the Company during the yearunder review.
Business Responsibility Report:
As per regulation 34(2) of SEBI Listing Regulations 2015 inter alia provides thatthe annual report of the top 1000 listed entities based on market capitalization(calculated as on 31 March of every financial year) shall include a BusinessResponsibility Report (BRR).
Since your company does not fall under the ambit of the said provision therefore therequirement 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 accordancewith the Indian Accounting Standards (the 'Ind AS') prescribed under section 133 of theCompanies Act 2013 (the 'Act').
Particulars of loans guarantees or investments under section 186:
Details of Loans:
|Date of ma kin g loan ||Details of Borrower ||Amount (R s.) ||Purpose for which the loan is to be utilized by the recipient ||Time period for which it is given ||Date of BR ||Date of SR (if require) ||Rat e of Interest ||Security |
| || || ||N.A. || || || || || |
Details of Investments:
|Date of investment ||Detail s of Investee ||Amount (Rs.) ||Purpose for which the proceeds from investment is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if require) ||Expected rate of return |
| || || ||N.A. || || || |
Details of Guarantee / Security Provided:
|Date of providing security/guarantee ||Details of recipient ||A mo un t ||Purpose for which the security/guarantee is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if any) ||Commission |
| || || ||N.A. || || || |
Particulars of contracts or arrangements with related parties:
These are the below mentioned related party transaction that have been entered into bythe Company with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 :-
|Sr. No. Name of Related Parties ||Nature of transaction ||Amount in Rs. ||Relationship of the Party to the Company |
|1. Anirudh Sethi ||Purchase of Stock ||2450000/- ||Director of the Company |
|2. Vandana A Sethi ||Advance from Debtors ||1800000/- ||Relative of the Director |
Conservation Of Energy Technology Absorption Foreign Exchange Earnings and OutgoConservation of energy:
The Company is in the field of buying and selling of rare stamps coins paper moneymedals postcards original photos autographs newspapers and more of philately &numismatics collection. As per the object of the Company the above-mentioned clause is notapplicable.
Hence the disclosure required in Section 134(3) (m) of the Companies Act 2013 are notapplicable to the Company:
Corporate Social Responsibility:
The provisions of corporate social responsibility are not applicable to your Companyduring the year under review.
Your directors would like to express their sincere appreciation for the assistance andcooperation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels. We place on recordour appreciation for the contribution made by our employees at all levels.
The Directors place on record their sincere appreciation to all the employees of theCompany for their unstinted commitment and continued contribution to the Company.
| ||For and on behalf of the Board of Directors |
|Place: Vadodara ||Alexander Stamps and Coin Limited |
|Date: 05/08/2021 || |
| ||Sd/- |
| ||Anirudh Sethi |
| ||(DIN: 06864789) |
| ||Chairman & Managing Director |
|Annexure ||Content |
|A ||Management Discussion and Analysis Report |
|B ||Particulars of Employees |
|C ||MR-3 - Secretarial Audit Report |
|D ||Annual Secretarial Compliance Report |
|E ||Certificate by Chief Executive Officer and Chief Financial Officer |
|F ||Independent Auditors' Report |