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Alexander Stamps & Coin Ltd.

BSE: 511463 Sector: Others
NSE: N.A. ISIN Code: INE191N01012
BSE 00:00 | 31 Jan 19.90 -0.35
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NSE 05:30 | 01 Jan Alexander Stamps & Coin Ltd
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OPEN 19.25
CLOSE 20.25
VOLUME 20240
52-Week high 35.45
52-Week low 14.55
P/E
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Alexander Stamps & Coin Ltd. (ALEXANDERSTAMPS) - Director Report

Company director report

To

The Members

Alexander Stamps and Coin Limited

Vadodara.

Your directors have the pleasure in presenting their 30thAnnual Report on the business and operations of the Company and the accounts for theFinancial Year ended on March 31 2022.

FINANCIAL SUMMARY OR HIGHLIGHTS (STANDALONE):

The Board?s Report have been prepared based on the standalonefinancial statements of the company (Rs. In Lakhs)

Particulars 2021-22 2020-21
Gross Turnover (including Other Income) 131.07 75.99
Profit before Interest and Depreciation (EBIDTA) (5.91) 6.11
Finance Charges 0.09 0.01
Depreciation and Amortization 0.39 0.22
Total Expenditure 173.65 70.11
Net Profit / (Loss) Before Tax (PBT) (6.39) 5.88
Less: Tax expense 0.34 1.75
Net Profit After Tax (PAT) (6.74) 4.14
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 (6.74) 4.14

BRIEF DESCRIPTION OF THE COMPANY?S WORKING DURING THE YEAR/STATEOF 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 andnumismatic activity. The stamps possessed by the Company are rare collections andcollected by various Philatelists. People can also place order from the website of theCompany to purchase these precious assets at predetermined prices fixed by the Companyfrom time to time.

The Company's operations were affected to some extent due to therestrictions imposed by Government of India in view of second wave of COVID-19.

Alexander is an iconic brand with deeply rooted aspirational values ineach of its product offerings. Our endeavor would be to make our brand products as wellas the overall experience "Young contemporary and ever-evolving" in the eyesof our customer.

Besides strengthening our traditional core values of superior qualityand unapparelled product range for consumers cutting across different social spectra ourfocus will be to grow our consumer franchise.

In addition to this the Company is also planning to have its owngallery wherein the Company will place on exhibition various stamps and other relatedliterature which includes exhibition on Mahatma Gandhi?s Stamps issued by theGovernment of India from time to time. Keeping in view the above-mentioned requirementsthe 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 otherorganizations to have various exhibitions to promote philatelic activity in our nation.

The world has been plagued by various uncertainties like Covid-19Pandemics Worldwide recession Russia- Ukraine conflict etc. Its subsequent global fallout has impacted economies hugely. Our neighboring countries like Pakistan and Sri Lankahave been reeling under severe economic crisis. Even India?s GDP projection by IMF inJanuary 2022 has been reduced by 0.8%. Under the circumstances consolidation will be keyfocus area for the Company. The Company will cautiously follow the path of sustainable butprofitable business which will lead to strengthening of balance sheet in the coming year.

Further to promote digitalization the Company has also purchasedwebsite namely www.indianstampghar.com which will in turn surely strengthen the businessof the Company.

During the year under review ended on March 31 2022 your Company hasincurred a loss after tax amounting to Rs. 6.74/- lakhs as compared to profit of Rs.4.14/- lakhs registered during the previous year ended on March 31 2021.

The Company has taken several measures to ensure the well-being of itsemployees including leveraging the power of technology to enable them to work from home.Further standing by its core commitment the Company is navigating through theseunprecedented times by building stronger and deeper relationships with consumers and itspartners.

We will continue our efforts with zeel and enthusiasm to create abetter future and offer better value to all our stakeholders.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries Associate and Joint VentureCompanies. Hence details for the same are not required to be mentioned in the report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments which affect thefinancial position of the company which have occurred between the end of the financialyear to which the financial statements relate and the date of this report.

DIVIDEND:

Considering the financial position of the Company the Board ofDirectors have not recommended dividend for the year 2021-22.

RESERVES:

The Company has not transferred any amount to general reserve for theyear ended on 31st March 2022.

BORROWINGS:

The total borrowings of the Company including long-term loansUnsecured Loans and working capital facilities stood at Rs 3 lakhs as on 31stMarch 2022.

ANNUAL RETURN:

The Annual Return of the Company for the FY 2021-22 in the prescribedform MGT-7 as required under section 92(3) of the Act is available on the website of theCompany i.e. www.alexanderstamps.in.

CHANGE IN NATURE OF BUSINESS:

The Company did not change its nature of Business during the periodunder review. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Change in Directorship:

Based on the recommendations of the NRC Mr. Vipul Thakkar wasappointed as an Additional Director cum Independent Director by the Board effective 14thOctober 2022. In terms of the provisions of the Companies Act 2013 and the rules madethereunder the ratification of the aforesaid appointments is placed at the ensuing AGMfor approval of the members.

b) Cessation of Directors:

During the year under review Mr. Satish Korogappa Shetty resignedfrom the position of Non-Executive Director of the Company w.e.f. 14th October 2022.

c) Declaration by Independent Directors:

As per the requirement of Section 149 (7) of the Act Mr. VipulThakkar Ms. Diksha Kapur and Mr. Ramavatar Jain the Independent Directors of theCompany have submitted their respective declarations that they fulfil the criteria ofindependence under Section 149 of the Act read with Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

d) Director retiring by rotation:

In accordance with the provisions of the Act and the Company?sArticles of Association Mr. Kiran Prakash Shah (DIN: 08998898) retires by rotation andthe Board of Directors on the recommendation of the Nomination and RemunerationCommittee has recommended their re-appointment.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year the Board met Eight (8) times as tabledbelow. A calendar of Meetings is prepared and circulated in advance to the Directors. Thegap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days.During the year under review the following meetings 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. 24.05.2021 6 6
02. 25.06.2021 6 6
03. 05.08.2021 6 6
04. 26.09.2021 6 6
05. 14.10.2021 6 6
06 14.11.2021 6 6
07. 21.11.2021 6 6
08. 02.02.2022 6 6
Name of Director Attendance at the Board Meetings held on Attendance at the AGM held on 08/09/2021
24-05-2021 25-06-2021 05-082021 26-09-2021 14-10-2021 14-11-2021 21-11-2021 02-02-2022
Mr. Anirudh P. Sethi Y Y Y Y Y Y Y Y Y
Mr. Satish Shetty Y Y Y Y Y N N N Y
Ms. Alka Sawhney Y Y Y Y Y Y Y Y Y
Mr. Ramavatar Jain Y Y Y Y Y Y Y Y Y
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 Thakkar N N N N N Y Y Y N

COMMITTEES OF THE BOARD

(a) Audit Committee

The composition of the Committee is as per the requirements of theprovisions of Section 177 of the Act. During year under review the Audit Committee hasbeen re-constituted on 12.03.2021. Mr. Ramavatar Jain is the Chairman of the committee andMr. Anirudh Sethi Managing Director and Ms. Diksha Kapur Independent Director are themembers and Ms. Nishi Jaiswal act as a Secretary to the committee the said committee meton four occasions with attendance of all the members as mentioned in the table below:

The composition of the Audit Committee as at March 31 2022 and detailsof the Members participation at the Meetings of the Committee are as under:

Name of Director Designation Attendance at the Committee Meetings held on
25-06-2021 05-08-2021 14-10-2021 12-12-2021 02-02-2022
Mr. Ramavatar Jain Independent Director Y Y Y Y Y
Ms. Diksha Kapur Independent Director Y Y Y Y Y
Mr. Anirudh Sethi Managing Director Y Y Y Y Y

The Audit Committee continues to provide valuable advice and guidancein the areas of costing finance and internal financial controls. The Committee isgoverned by terms of reference which are in line with the regulatory requirementsmandated by the Companies Act 2013 and Listing Regulations.

The Committee is governed by a Charter which is in line with theregulatory requirements mandated by the Companies Act 2013 and SEBI (LODR) 2015.

All the Members on the Audit Committee have the requisite qualificationfor appointment on the Committee and possess sound knowledge of finance accountingpractices and internal controls.

During the year under review the Audit Committee held a separatemeeting with the Statutory Auditors and the Internal Auditor to get their inputs onsignificant 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 Boardhas re-constituted the existing Nomination and Remuneration committee on 14.10.2021 duringthe year under review. The Committee is governed by terms of reference which are in linewith the regulatory requirements mandated by the Companies Act 2013 and ListingRegulations.

The terms of reference of the Committee inter alia include thefollowing:

?> Succession planning of the Board of Directors and SeniorManagement Employees;

?> Identifying and selection of candidates for appointment asDirectors/ Independent Directors based on certain laid down criteria;

?> Identifying potential individuals for appointment as KeyManagerial Personnel and to other Senior Management positions;

?> Formulate and review from time to time the policy for selectionand appointment of Directors Key Managerial Personnel and senior man agement employeesand their remuneration;

?> Review the performance of the Board of Directors and SeniorManagement Employees based on certain criteria as approved by the Board.

The composition of the Remuneration Committee as at March 31 2021 anddetails of the Members participation at the Meetings of the Committee are as under:

Name of Director Designation Attendance at the Remuneration Meetings held on
05-08-2021 14-10-2021
Mr. Satish Shetty Korogappa (till 14.10.2021) Chairman & Independent Director Y Y
Mr. Ramavatar Jain (Chairman from 14.10.2021) Chairman & Independent Director Y Y
Ms. Diksha Kapur Member & Independent Director Y Y
Mr. Anirudh Sethi Member & Managing Director Y Y

(c) Stakeholders? Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act2013 and the SEBI (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 atMarch 31 2022 and details of the Members participation at the Meetings of the Committeeare as under:

Name of Director Designation Attendance at the Stake holder and relationship Committee held on
01-04-2021 01-07-2021 01-10-2021 03-01-2022
Ms. Diksha Kapur Independent Director Y Y Y Y
Mr. Ramavatar Jain 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. Mr. Pareshbhai Seth Non-receipt of Equity shares (Demat & Physical)
02. Mr. Pradeep Non-receipt of Equity shares (Demat & Physical)

(d) Independent Directors? Meeting

During the year under review the Independent Directors had theirmeeting on 12th March 2022 inter alia to discuss:

?> Evaluation of the performance of Non-independent Directors andthe Board of Directors as a whole;

?> Evaluation of the performance of the chairman of the Companytaking into account the views of the Executive and Non-executive Directors;

?> Evaluation of the quality content and timelines of flow ofinformation between the Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

?> All the Independent Directors were present at the Meeting.

ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 25 of the ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors individually as well as the evaluation of the working of theCommittees.

The following process was adopted for Board evaluation:

i. Feedback was sought from each Director about their views on theperformance of the Board covering various criteria such as degree of fulfilment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning Board culture and dynamics quality of relationship between the Board and theManagement and efficacy of communication with external stakeholders.

ii. The feedback received from all the Directors was discussed at theMeeting of Independent Directors and the NRC. The performance of the Non-IndependentNon-Executive Directors and Board Chairman was also reviewed by them.

iii. The collective feedback on the performance of the Board (as awhole) was discussed by the Chairperson of the NRC with the Chairman of the Board. It wasalso presented to the Board.

iv. Assessment of performance of every statutorily mandated Committeeof the Board was conducted and these assessments were presented to the Board forconsideration. Areas on which the Committees of the Board were assessed included degree offulfilment of key responsibilities adequacy of Committee composition and effectiveness ofMeetings.

v. During the year under review the recommendations made in theprevious year were satisfactorily implemented.

Based on the annual evaluation process and the overall engagement ofthe Independent Directors in the affairs of the Company during the year the Board ofDirectors are of the opinion that the Independent Directors of the Company possesspractice and preach highest standards of integrity and have the required experience andexpertise in their respective areas which enable them to provide guidance to theManagement and adds value in the Company?s decision process.

DIRECTORS? RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the InternalStatutory and Secretarial Auditors and the reviews performed by the Management and therelevant Board Committees including the Audit Committee the Board believes that theCompany?s internal financial controls were adequate and effective during the yearended 31st March 2022.

Accordingly pursuant to Section 134(5) of the Act based on the aboveand the representations received from the Operating Management the Board of Directors tothe best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accountingstandards have been followed and that there was no material departure therefrom.

ii. They have in the selection of the accounting policies consultedthe Statutory Auditors and have applied their recommendations consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view ofthe state of affairs of the Company as at 31st March 2022 and of the profit/ loss of theCompany for the year ended on that date.

iii. They have taken proper and sufficient care for the maintenance ofadequate accounting records in

accordance with the provisions of the Act for safeguarding the assetsof 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 bythe Company and that such internal

vi. financial controls are adequate and were operating effectivelyduring the year ended 31st March 2022; and

vii. Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively during the year ended 31st March 2022.

REMUNERATION POLICY:

Based on the recommendations of the NRC the Board of Directorsapproved and adopted a remuneration policy for Directors Key Managerial Personnel andother employees of the Company as required under Section 178(3) of the Act. The Companyhas adopted Governance Guidelines which inter alia covers the composition and role of theBoard Board Appointment Induction and Development Director?s Remuneration Code ofConduct Board Effectiveness Review and mandates of the Board Committees. Theremuneration policy is placed on the website of the Company www.artson.net for referenceand enclosed as "Annexure 1".

RISK MANAGEMENT POLICY:

The Company has adopted measures for risk management and mitigationthereof. A formal risk reporting system has been devised by the Company. Project ReviewCommittee has been constituted comprising of Directors and senior officials of the Companyto review assess and mitigate the risks conversion of risk into opportunities problems/irregularities related to implementation and execution of projects (including projectdelay change in scope and estimation errors) and implementation of checks and balancesfor proper execution of future work.

The key risk management and mitigation practices include those relatingto identification of key risks associated with the business objectives impact assessmentrisk evaluation and reporting.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31 2022was Rs. 93120000/-

During the year under review the company has not forfeited any sharesand has not made a bonus issue to the existing shareholders.

Issue of Equity Shares on Preferential basis:

The Company has issued total 672000 equity shares to new as well asexisting shareholders having total worth of Rs 1.68 Cr through preferential issue.

Issue of Shares with Differential Rights:

During the year under review the Company has not issued any shareswith differential voting rights.

Issue of Sweat Equity Share:

During the year under review the Company has not issued any sweatequity shares.

Issue of Employee Stock Options:

During the year under review the Company has not issued any sweatequity shares.

Provision of Money by Company for purchase of Its Own Shares byEmployees or by Trustees for the Benefit of Employees:

The Company has no scheme of provision of money for purchase of its ownshares by employees or by trustees for the benefit of employees. Hence the details underrule 16 (4) of Companies (Share Capital and Debentures) Rules 2014 are not required to bedisclosed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

The provisions relating to transferring any amounts to the InvestorEducation and Protection Fund is not applicable to the Company during the year underreview.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management?s Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of SEBI (Listing Obligations & DisclosureRequirements) Regulation 2015 with the Stock Exchanges in India is presented in aseparate section forming part of the Annual Report as "Annexure 2".

PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 statement of particulars of employees is annexed as"Annexure-3".

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUSAS AT THE END OF THE FINANCIAL YEAR: Not

Applicable

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not applicable

INSURANCE:

All the properties including buildings plant and machinery and stockshave been adequately insured.

ENVIRONMENT AND SAFETY:

The company is conscious of the importance of environmentally clean andsafe operations. The Company?s policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances of environmental regulationsand preservation of natural resources.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSCOURTS AND TRIBUNALS:

No significant and material order has been passed by the regulatorscourts tribunals impacting the going concern status and company?s operations infuture.

THE DETAILS TN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:

The Company has formulated an Audit Committee which meets once in everyquarter to review the financial results internal financial controls and risk managementsystem auditor?s independence and performance etc. The Company has also appointedInternal Auditors who perform their duty on the basis of the scope of work allotted tothem time to time.

COMPANY?S POLICY RELATING TO DIRECTOR?S APPOINTMENT PAYMENTOF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company?s policy relating to appointment of Directors paymentof Managerial remuneration Director?s qualifications positive attributesindependence of Directors and other related matters as provided under Section 178(3) and178(4) of the Companies Act 2013 is maintained by Company. Accordingly Board based onthe recommendation of the Nomination and Remuneration Committee has formulated a policy onremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy covers the appointment including criteria for determining qualificationpositive attributes independence and remuneration of its Directors Key ManagerialPersonnel and Senior Management Personnel. The Nomination and Remuneration Policy isavailable 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 statementcontaining the salient feature of the financial statement of a company?s subsidiaryor subsidiaries associate company or companies and joint venture or ventures is notapplicable to the Company as the Company does not have any subsidiary/associate or jointventure companies.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which isapplicable 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 laiddown the "Anti-Bribery & Corruption Directive" which forms an Appendix tothe 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 theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Vigil Mechanism for directors and employees to reportgenuine concerns has been established. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company. The Audit Committee shall oversee the vigil mechanism through thecommittee and if any of the members of the committee have a conflict of interest in agiven case they should recuse themselves and the others on the committee would deal withthe matter on hand.

The policy provides protection to the directors employee and businessassociates who report unethical practices and irregularities.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany?s shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed.

The policy related to insider trading has been uploaded on the websiteof the Company.

All Board of Directors and the designated employees have confirmedcompliance with the Code. AUDITORS OF THE COMPANY

a) Statutory Auditors

Under Section 139 of the Companies Act 2013 and the Rules madethereunder it is mandatory to rotate the statutory auditors on completion of the maximumterm permitted under the provisions of Companies Act 2013. In line with the requirementsof the Companies Act 2013 M/s. Sheetal Samriya & Associates Chartered Accountants(Firm registration number 011478C) were appointed as the statutory auditors of theCompany to hold office for a period of five consecutive years from the conclusion of the25th AGM of the Company held on September 30 2017 until the conclusion of the ensuingAnnual General Meeting and are eligible for reappointment. However due to preoccupationsaid Auditor Firm is not going to reappoint in ensuing AGM.

The Company has received confirmation from another Auditors? Firmto the effect that their appointment if made will be in accordance with the limitsspecified under the Companies Act 2013 and the firm satisfies the criteria specified inSection 141 of the Companies Act 2013 read with Rule 4 of Companies (Audit &Auditors) Rules 2014.

The Board is of the opinion that continuation of M/s. M Sahu & Co.Chartered Accountants (FRN- 130001W) as Statutory Auditors will be in the best interestsof the Company and therefore the members are requested to consider their appointment asStatutory Auditors of the Company for a first term of five (5) years from the conclusionof the ensuing Annual General Meeting till the conclusion of 35th AnnualGeneral Meeting to be held in the calendar year 2027 at mutually agreed remuneration.

The auditors have also that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India.

The previous Auditors have issued unmodified audit opinion on thefinancial statements for the financial year ended on March 31st 2022. TheAuditors? Report for the financial year ended on 31st March 2022 on thefinancial statement is the part of this Annual Report. The report of the StatutoryAuditors is enclosed as "Annexure 7" to this report. Said report isself-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 therecommendation of the Audit Committee the Board of Directors at their Meeting held on 5thAugust 2021 had appointed M/s. Kuldip Thakkar & Associates Company Secretaries (COPNo.: 22442) as the Secretarial Auditors for the financial year 2021-22. The SecretarialAudit Report for the financial year 2021-22 in the prescribed form MR-3 on the auditcarried out by the said Auditor is enclosed to this Report as "Annexure 4".

Further based on the recommendation of the Audit Committee the Boardof Directors at their meeting held on 16th August 2022 re-appointed M/s. KuldipThakkar & Associates Company

Secretaries (COP No.: 22442) as the Secretarial Auditors of the Companyfor the financial year 2022-23. The necessary consent letter and certificate ofeligibility was received from M/s. Kuldip Thakkar & Associates Company Secretariesconfirming their eligibility to be re- appointed as the Secretarial Auditors of theCompany.

Internal Auditor:

M/s. Aalap Parikh and Associates Chartered Accountants Vadodara hadconducted the internal audit and has submitted his report for the period ended on31.03.2022.

Explanation or Comments on Qualifications Reservations or AdverseRemarks or Disclaimers made by the Statutory Auditors:

Sr. No. Particulars
1. Revenue from operation and purchase of traded goods:
Observation: The Company is in trading business of buying and selling of artistic aesthetic things products drawing literatures journals newspaper and so on but the majority of the transaction 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 all transactions made through cash we are unable to cross verify said transactions because of lack of availability of records. Below is the statistics of past 5 years revenue form operation (Sales) and holding of stock in trade (Closing Stock) which also shows tremendous 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
6. 2021-22 13107211 164341806
Company is keeping huge amount of stock and of a special nature we strongly believe that management should keep perfect record of stock and made appropriate system to keep at safe custody with custodian. Physical stock verification time to time is also desirable. Furthermore company has not taken insurance of the stock in trade which also creates huge risk on company?s financial position.
Looking at the working pattern margins earned and assets held by the company we strongly recommended management to give more focus on health of the company?s performance and internal control of the company. It shows inefficiency in sales of the company. Also it increases operational and financial risk of the company. The company should made efforts to sale off all the stock items appearing in closing stock and make some publicity of their operations in the country. The same is due to lower demand in Market in this pandemic situation.
We advise to frame proper mechanism to sale/liquidate long standing stock in trade. Furthermore company should take valuation report from registered valuer to cross check the value of stock shown in balance sheet as the items in which company is dealing is highly technical and unique. Consider the said fact we as audit process taken management representation w.r.t closing valuation of inventory held by the company. As per the personal conversation of the management and managing director of the company they have more than confident about the valuation part of the company?s closing inventory.
Comment of Board of Directors:
Due to unavailability of potential buyers in the market the sale of the Company got reduced from the past years. The Company does not want to sell its stock at a lower value due to uniqueness of the products and rare collection. For the expanding the market the Company is constantly working towards technology and ease of dealing with world class buyers. The management is also looking for compliance with the stock register within six months from the date of this report.
Your Company is planning to have a suitable insurance for its stock as per the nature of the business.
2. Loans & Advances:-
Observation: During the year by passing board resolution company has written off Rs.1980106.23 because of which profit of the company lowered by the same amount.
Comment of Board of Directors:
The Company has given loans and advances to third parties which could not be identified since last five years. After detailed consultation the Management has decided to Write off the said amount which is not relevant or clamant at all.
3. Borrowings:
Observation:
Company was carrying very old balance of unsecured loan. Company has not provided balance confirmation of loan received from Main Dhal Mills pvt ltd amounting to Rs. 468889/- Linkwise Exports Pvt Ltd amounting to Rs.1875543/- and for Loan from retired director amounting to Rs.1192769/-. During the year
under audit by passing board resolution company has written off Rs.3619750.00 and credited to profit & loss account resulting into increase in Profit by this amount.
Comment of Board of Directors:
The said amount had been obtained by the Company a long time ago as inter corporate unsecured loan from Companies and from one of its former directors. However the Company has not identified any of the said party to repay the said amount nor any of the party has claimed for the same. Therefore the Company has write off the said balance amount in period under review. As per the rules the said amount should be arranging to write-off all the outstanding amount by the end of the financial year.
4. Related party Transactions discloser:
Observation:
During our audit we have observed below mentioned related parties Transactions.
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# 4000000.00 Director of the company
2. Anirudh Sethi Advance to Purchase Stock in trade# 1000000.00 Director of the company
# Company has purchased goods (Stock in trade) worth Rs.4000000.00 from director of the company but we have not been provided with any of the confirmation w.r.t independent valuation of the transaction to determine arm?s length price. Furthermore Rs.1000000.00 given to Mr. Anirudh Sethi as advance for purchase of stock.
Comment of Board of Directors: The Company has obtained the approval for shareholder in Annual General Meeting held for the FY 2020-21. Hence there is no non-compliance for said observation.
5. Substantial reduction in shareholding by Promoter director and substantial shareholder:
Observation:
During the year there is a massive reduction in share holding of the Promoter director Mr. Anirudh Sethi. Below is statistic which shows movement in shareholding pattern of Promoter director which in our opinion is major point to be considered by stake holders.
Shareholders As At 31 March 2022 As At 31 March 2021
No. of shares Percen tage No. of shares Percen tage
Anirudh Praduman Sethi(Promoter) 241727 2.59 969147 10.41
Alka Sawhney (Substantial share holder) 14 0.02 980014 10.52
Comment of Board of Directors: The Promoter and Substantial shareholder has financial need to fulfil their other commitments. The Management has received disclosure under PIT Regulations from respective shareholders for said reduction of their holding. Said transactions are executed in normal course of action.

Explanation or Comments on Qualifications Reservations or AdverseRemarks or Disclaimers made by the Secretarial Auditor:

Sr. no. Relevant provision for Compliance Requirement Observation Explanation from Board of Directors
1. Regulation 33 of SEBI (LODR) Regulations 2015 relating to Financial Results The Company has failed to file Second (2nd) quarterly result for the F.Y. 2021-22 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.
2. 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; As per routine practice the Company is publishing all requisite information and data on website of the Company and Stock Exchange.
3. Notices given to shareholders by advertisement.

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148 (1) of the Companies Act 2013 are not applicable forthe business activities carried out by the Company.

CERTIFICATE ON CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India ("SEBI"). The Company has also implemented severalbest governance practices.

The requirement to issue corporate governance report is not applicableto the Company.

Regulation 15 (2) of the Listing Regulations states that:

"The compliance with the corporate governance provisions asspecified in regulations 17 17A 18 19 20 2122 23 24 24A 25 26 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E of Schedule V shallnot apply in respect of -

(a) the listed entity having paid up equity share capital not exceedingrupees ten crore and net worth not exceeding rupees twenty-five crore as on the last dayof the previous financial year.

(b) the listed entity which has listed its specified securities on theSME Exchange.

In case of your Company the paid-up equity share capital of theALEXANDER STAMPS AND COIN LIMITED is Rs. 93120000/- and having total net worth of Rs.169465000/- as on 31st March 2022. As per the company falls within the ambitof the aforesaid exemption "a" compliance with the Corporate Governanceprovisions 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 onPrevention of

Sexual Harassment of Woman at Workplace for prevention prohibition andredressal of sexual harassment at workplace and Internal Complaint Committee has also beenset up to redress any such complaints received. Training/awareness programs are conductedthroughout the year to create sensitivity towards ensuring respectable workplace.

The Company periodically sessions for employees across the organizationto build awareness about the policy and the provision of Sexual Harassment Act.

All employees (permanent contractual temporary trainees) are coveredunder the policy.

No sexual harassment complaint has been received by the Company duringthe year 2021-22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act 2013 the rules madethereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a Vigil Mechanism for directors andemployees to report genuine concerns about any instance of any irregularity unethicalpractice and/or misconduct.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY & RISK MANAGEMENT:

The Company has adopted adequate internal financial controlscommensurate with the size and complexity of its operations. During the year suchcontrols were tested and no reportable material weakness in the design or operations wasobserved. The Company has policies and procedures in place for ensuring proper andefficient conduct of its business the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of accounting records andthe timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with theIndian Accounting Standards (Ind-AS) and the Act. These are in accordance with thegenerally accepted accounting principles in India. Changes in policies if required aremade in consultation with the Auditors and are approved by the Audit Committee.

The Company?s internal audit system is geared towards ensuringadequate internal controls commensurate with the size and needs of the business with theobjective of efficient conduct of operations through adherence to the Company?spolicies identifying areas of improvement evaluating the reliability of financialstatements ensuring compliances with applicable laws and Regulations and safeguarding ofassets from unauthorized use.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors including audit of the internal financial controlsover financial reporting by the

Statutory Auditors and the reviews performed by the Management and therelevant Board and Committees including the Audit Committee the Board is of the opinionthat the Company?s internal financial controls were adequate and effective during theyear 2021-22.

SHARE REGISTRAR & TRANSFER AGENT:

MCS Share Transfer Agent Limited ("MCS") a SEBI registeredRegistrar & Transfer Agent ("RTA") has been appointed as the Company?sRTA. 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 FinancialOfficer as required by Regulation 17(8) and Regulation 33 read with part B of schedule IIof SEBI (Listing Obligations and Discloser Requirements) Regulations 2015 has beenprovided in "Annexure 5".

DEPOSIT:

Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 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 isrequired to include the details in respect of frauds reported by auditors undersub-section 12 of section 143 other than those which are reportable to the CentralGovernment. 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 theapplicable provisions of secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings General Meetings and Report of the Board OfDirectors.

CREDIT RATINGS:

Requirement to take Credit ratings is not applicable to the Companyduring the year under review.

BUSINESS RESPONSIBILITY REPORT:

As per regulation 34(2) of SEBI Listing Regulations 2015 inter aliaprovides that the annual report of the top 1000 listed entities based on marketcapitalization (calculated as on 31 March of every financial year) shall include aBusiness Responsibility Report (BRR).

Since your company does not fall under the ambit of the said provisiontherefore 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 preparedin accordance with the Indian Accounting Standards (the 'Ind AS') prescribed under section133 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 anysecurity in connection with any loan to any Body Corporate or person nor has it acquiredby subscription purchase or otherwise the securities of any Body Corporate as providedunder Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the contracts/ arrangements/ transactions entered by the Companyduring the year under review with related parties were in the ordinary course of businessand at arm?s length basis. The particulars of such contracts or arrangements withrelated parties pursuant to the provisions of Section 134(3)(h) and Rule 8 of theCompanies (Accounts) Rules 2014 in the prescribed form AOC-2 is enclosed as"Annexure 6".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO CONSERVATION OF ENERGY:

The Company is in the field of buying and selling of rare stampscoins paper money medals postcards original photos autographs newspapers and more ofphilately & numismatics collection. As per the object of the Company theabove-mentioned clause is not applicable.

Hence the disclosure required in Section 134(3) (m) of the CompaniesAct 2013 are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of corporate social responsibility are not applicable toyour Company during the year under review.

ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for theassistance and co- operation received from the Banks Government Authorities Customersand Shareholders during the year. Your directors also wish to take on record their deepsense of appreciation for the committed services of the employees at all levels. We placeon 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 theCompany for their unstinted commitment and continued contribution to the Company.

Registered Office By Order of the Board
301 Camps Corner For Alexander Stamps and Coin Limited
Opp. SRP Group 4 Near D Mart Makarpura Road Makarpura Sd/-
Vadodara Gujarat- 390014. Anirudh Sethi
Date: 16/08/2022 Managing Director
Place: Vadodara DIN : 06864789

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