Alexander Stamps and Coin Limited
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31 2019.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand-alone financial statements of the company.
(Rs. In Lacs)
|Revenue from Operation||103.21||506.38|
|Less: Total Expenditure (Excluding Depreciation and Finance Cost)||94.46||483.14|
|Depreciation and Amortization||0.15||-|
|Profit before exceptional Items||10.67||23.24|
|Profit before tax||10.67||23.24|
|Profit after tax||8.22||23.24|
2. 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 activates. The Company is one of the leading organization which is dealing in philatelic and numismatic activity. The stamps which company possessed rare collections and collected by various Philatelists. People can also place order from the website to purchase these precious assets at predetermined prices fixed by the Company from time to time.
In addition to this Company is also planning to have its own gallery wherein Company will place exhibition on various stamps and other related literature which includes exhibition on Mahatma Gandhi's Stamps issued by the Government of India from time to time. Keeping in view of the Company is in process of identification of suitable place in Vadodara city. However Company is also in round of discussion with various Philatelists and other organization to have various exhibitions to promote philatelic activity in our nation.
Further to promote digitalization the company has also purchased website namely www.indianstampghar.com & launched www.sellmystampscoins.com which will in turn surely strengthen the business of the Company.
During the year under review your company has registered profit during the year ended 31st March 2019 amounted to Rs. 8.22 lacs as compared to profit of Rs. 23.24 lac during the previous year.
Report on Performance and Financial Position of Subsidiaries Associates and Joint Venture Companies: NA
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hence details for the same are not required to mention here.
3. Change in the nature of business if any : NA
Looking to the current and future expansion plan your Director has not recommended any dividend for the financial year 2018-19.
Out of the profits available for appropriation Rs. 8.22 lacs has been transferred to the General Reserve.
6. Change of Name
The Company has changed its name from Rudraksh Cap-Tech Limited to Alexander Stamps and Coin Limited with effect from 30th December 2016.
7. Share Capital
The paid up Equity Share Capital as on March 31 2019 was Rs. 86400000/-
During the year under review the company has not forfeited any shares and has make bonus issue of the company to the existing share holder.
Issue of Shares with Differential Rights
During the year under review the Company has not issued any shares with differential voting rights.
Issue of Sweat Equity Share
During the year under review the Company has not issued any sweat equity shares.
Issue of Employee Stock Options
During the year under review the Company has not issued any sweat equity shares.
Provision of Money by Company for purchase of Its Own Shares by Employees or by Trustees for the Benefit of Employees
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.
8. Directors and Key Managerial Personnel
Mr. Anirudh Sethi Directors (DIN: 06864789) retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.
Mr. Ramavatar Jain holds office up to the date of the ensuing Annual General Meeting and is eligible for appointment as a Director of the Company. The Company has received a notice under Section 160 of the Companies Act 2013 from a Member signifying its intention to propose the candidature of Mr. Ramavatar Jain as a Director of the Company.
[IMPORTANT: Ensure to provide the details of directors or key managerial personnel who were appointed or have resigned during the year.]
7. Particulars of Employees
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 statement of particulars of employees is annexed as Annexure III.
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (06) Board Meetings and Four (04) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.
9. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
10. Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declaration that they meet the criteria of Independent as provided in sub-section (6) of section 149 of Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations2015.
An independent director shall hold office for a term up to five consecutive years on the Board of a Company but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
11. Remuneration Policy
The company has adopted a remuneration policy of directors and senior management personnel detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification.
The policy ensures that
a. the level and composition of remuneration is reasonable and sufficient to attract retain and motivate the directors of the quality require to run the company successfully;
b. relationship of remuneration to the performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the company and its goal.
The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploading on the company website www.alexanderstamps.com
12. Details of Subsidiary/Joint Ventures/Associate Companies: NA
Pursuant to sub-section (3) of section 129 of the Act the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries associate company or companies and joint venture or ventures is given as Annexure-IV [Performance and financial position of each of the subsidiaries associates and joint venture companies included in the consolidated financial statement]
The Company's Auditors M/s. Sheetal Samriya & Associates Chartered Accountants Vadodara (Firm Registration No.: 011478C) whose re- appointment is subject to ratification at the ensuing Annual General Meeting of the Company are eligible for appointment. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
14. Auditors' Report
The Auditors' Report certain qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
15. Disclosure about Cost Audit: NA
16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. D Patel & Associate Practicing Company Secretary (COP No.: 15027) have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure V to this report. The report is selfexplanatory and do not call for any further comments.
16. Internal Control Systems and their adequacy
The Company has an Internal Control System commensurate with the size scale and complexity of its operations. During the year under review the company retained external audit firm named M/S. MOORJANI SHYAM & ASSOCIATES to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company its compliance with operating systems accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
17. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
18. Risk management policy
Risk management is embedded in your company's operating framework. Your company believes that managing risk helps in maximizing returns. The company's approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:
Commodity Price Risks:
The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking Inventory management and proactive vendor development practices. The Company's reputation for quality product differentiation and service coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.
The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
Human Resources Risks:
Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system training and integration of learning and development activities.
Emerging businesses capital expenditure for capacity expansion etc. are normal strategic risk faced by the company. However the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.
19. Extract of annual return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.
20. Material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
To buy sell lease import export to act as agent sub-agents distributors commission agents representatives stockiest sale and exhibition organizer or otherwise deal in Philately and Numismatic and to co-ordinate provide consultancy services advice for furtherance and promotion of the development of the Philately and Numismatic trade in or outside India encouragement of related scientific research and the building of constructive relationships with professional numismatists and philatelist internationally including collection and storage of revenue stamp railway freight stamp or commemorative stamp material used in the designing of stamps an artefact an appliance or machinery whether of historical association or not used in the production of stamps any document relating to the issue or use of stamps; and any material or thing relating to philately that is of significance to collectors a medal badge token or charm or paper money a pattern proof or specimen striking any object of numismatic technology or equipment any archival record relating to numismatics.
21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: NA
22. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
Company has adequate internal control systems in house.
During the year under review the Company has not accepted any deposit from public.
24. Particulars of loans guarantees or investments under section 186: Details of Loans:
|SL No||Date of making loan||Details of Borrower||Amount||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 reqd)||Rate of Interest||Security|
Details of Investments:-
|SL No||Date of investment||Details of Investee||Amount||Purpose for which the proceeds from investment is proposed to be utilized by the recipient||Date of BR||Date of SR (if reqd)||Expect ed rate of return|
Details of Guarantee / Security Provjded:
|SL No||Date of providing security/ guarantee||Details of recipient||Amount||Purpose for which the security/guarantee is proposed to be utilized by the recipient||Date of BR||Date of SR (if any)||Commission|
25. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure II (Format enclosed).
26. Corporate Governance Certificate (Applicable to Listed Companies)
The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.
27. Management Discussion and Analysis
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March 2019.
28. Statutory Disclosures
In terms of the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended the names and other particulars of the employees are set out in the annexure to the Directors' Report. However as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.
29. Obligation of Company Under The Sexual Harassment of Women At Workplace (Prevention Prohibition And Redressed) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed there under.
During the financial year 2018-19 the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March 2019.
30. Conservation of energy technology absorption and foreign exchange earnings and outgo
The details of conservation of energy technology absorption foreign exchange earnings and outgo are as follows:
a) Conservation of energy:
Your company is conscious to conserve the energy and for the purpose adequate measures are taken.
b) Technology absorption:
Your company continues to use adequate technological application in the operation of the company.
c) Research and Development:
The activities of the company in investment discipline does not require research and development information
d) Foreign exchange earnings and Outgo:
During the year the total foreign exchange used was Rs. Nil and the total foreign exchange earned was Rs. Nil.
31. Corporate Social Responsibility (CSR)
Corporate Social Responsibility under section 135(1) of Companies Act 2013 is not applicable as the Company does not have net worth of Rs. 500.00 crores does not have turnover Rs. 1000.00 crores and does not have net profit of Rs. 5.00 crores during the financial year and hence the company is exempted to comply the provision of section 134(4)(o) of Companies Act 2013.
32. Human Resources
Your Company treats its human resources as one of its most important assets.
Your Company continuously invest in attraction retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
33. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 shall state that-
(a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
35. Listing with stock exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 to BSE Limited where the Company's Shares are listed
Your Directors thank the various Central and State Government Departments Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers members dealers vendors banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
For and on behalf of the Board of Directors
Alexander Stamps and Coin Limited
Place: Vadodara Date: 19.08.2019