Alexander Stamps & Coin Ltd Directors Report.

To,

The Members, Alexander Stamps and Coin Limited, Vadodara.

Your directors have the pleasure in presenting their 29th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31, 2021.

Financial Summary or highlights/Performance of the Company (Standalone):

The Boards Report have been prepared based on the standalone financial statements of the 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 Companys working during the year/State of Companys affair:

The Company is in the business of philatelic and numismatic activities. The Company is one of the leading organizations which is dealing in philatelic and numismatic activity. The stamps possessed by the Company are rare collections and collected by various Philatelists. People can also place order from the website of the Company to purchase these precious assets at predetermined prices fixed by the Company from time to time.

In addition to this, the Company is also planning to have its own gallery wherein the Company will place on exhibition, various stamps and other related literature which includes exhibition on Mahatma Gandhis Stamps issued by the Government of India from time to time. Keeping in view the above-mentioned requirements, the Company is in the process of identification of a suitable place in Vadodara city. However, the Company is also in discussion with various Philatelists and other organizations to have various exhibitions to promote philatelic activity in our nation.

Further, to promote digitalization, the Company has also purchased website namely www.indianstampghar.com which will in turn surely strengthen the business of the Company.

During the year under review ended on March 31, 2021, your Company has incurred a profit after tax amounting to Rs. 4.14/- lakhs as compared to loss of Rs. 2.17/- lakhs registered during the previous year ended on March 31, 2020.

COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers. To effectively respond to and manage our operations through this crisis, the Company triggered its business continuity management plan. Our teams reacted with speed and efficiency, and quickly leveraged technology to shift the workforce to an entirely new ‘work-from-home model. Several initiatives were rolled out to make teams and managers effective while working from different locations.

The outbreak of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. Operations and revenue have been impacted due to COVID-19.

Your Company has put in place a liberal paid leave policy for employees affected by COVID-19. In case of unfortunate demise of an employee, your Company is providing financial support to the family and committing to shoulder the educational expenses of the children. While the war against COVID-19 is far from over, your Company is confident that in the end it will prevail. Your Company care for each one of our stakeholders including employees, shareholders, vendors, customers and local communities.

Report on Performance and Financial Position of Subsidiaries, Associates and Joint Venture Companies:

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

Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report:

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

Dividend:

Looking at the current and future expansion plan and past losses incurred during the past years, your directors have not recommended any dividend for the financial year 2020-21.

Reserves:

The Company has not transferred any amount to general reserve for the year ended on 31st March, 2021.

Change in Nature of Business:

The Company did not change its nature of Business during the period under review.

Share Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2021 was Rs. 8,64,00,000/-.

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

Issue of Shares with Differential Rights:

During the year under review, the Company has not issued any shares with differential voting rights.

Issue of Sweat Equity Share:

During the year under review, the Company has not issued any sweat equity shares.

Issue of Employee Stock Options:

During the year under review, the Company has not issued any sweat equity shares.

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

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions relating to transferring any amounts to the Investor Education and Protection Fund is not applicable to the Company during the year under review.

Directors and Key Managerial Personnel:

1. Ms. Alka Sawhney (DIN: 07421366) has been appointed as an Executive Director by the Members in the 28th Annual General Meeting w.e.f. 31st December 2020.

2. Mr. Anirudh Sethi (DIN: 06864789) has been appointed as a Managing Director by the Members in the 28th Annual General Meeting w.e.f. 31st December 2020.

3. Mr. Ramavatar Jain (DIN- 08282553) has been regularized by the members, appointed as an Independent Director by the Members in the 28th Annual General Meeting w.e.f. 19th November 2018.

4. Mr. Kiran Shah (DIN- 08998898) has been appointed by the members as the Whole Time Director 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 Director by the members w.e.f. 24th December 2020.

6. Mr. Vineet Dubey has been appointed as a Chief Finance Officer of the Company by the members w.e.f. 31st December 2020.

7. All the independent directors i.e., Mr. Satish Korogappa Shetty, Ms. Diksha Kapur and Mr. Ramavatar Jain have submitted the Statement on declaration that they qualify the criteria of independence as mentioned under sub-section (6) of section 149 of the Companies Act, 2013 and Reg. 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 amended thereof and they have also complied with the code for Independent Directors prescribed in Schedule IV to the Act.

8. Ms. Nishi Jaiswal has been appointed as Compliance Officer cum Company Secretary w.e.f. 02.02.2021.

Directors Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and based on the report from your Directors the operating Management confirms that;

a) in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) the directors have 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 affair of the company at the end of the financial year on March 31, 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 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 have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Management Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report as Annexure-A.

Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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. During the year under review, the following meetings have been duly held-

Board Meeting

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 on 12.03.2021. Mr. Ramavatar Jain is the Chairman of the committee and Mr. Anirudh Sethi, Managing Director and Ms. Diksha Kapur, Independent Director are the members and Ms Nishi Jaiswal act as a Secretary to the committee, the said committee met on five occasions with attendance 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 Members participation 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 regulatory requirements mandated by the Companies Act, 2013 and SEBI (LODR), 2015.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors and the Internal Auditor to get their inputs on significant matters relating to their areas of audit.

(b) Nomination and Remuneration Committee:

In compliance with Section 178 of the Companies Act, 2013, the Board has re-constituted the existing Nomination and Remuneration committee on 12.03.2021 during the year under review.

The terms of reference of the Committee, inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors/ Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

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

Name of Director

Category

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 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 at March 31, 2021 and details 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 12th March, 2021 inter alia, to discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive Directors;

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own Board, its committees and the individual members of the Board (including the Chairperson). A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering the aforesaid aspects of the Boards functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-Executive Directors of the Company was found satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Details of significant and material orders passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companys operations in future.

The details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has formulated an Audit Committee which meets once in every quarter to review the financial results, internal financial controls and risk management system, auditors independence and performance etc. The Company has also appointed Internal Auditors who perform their duty on the basis of the scope of work allotted to them time to time.

Companys policy relating to Directors appointment, payment of remuneration and discharge of their Duties:

The Companys policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) and 178(4) of the Companies Act, 2013 is maintained by Company. Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is available on Companys 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 the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the Company as the Company does not have any subsidiary/associate or joint venture companies.

Code of Conduct

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Company believes in “Zero Tolerance” to bribery and corruption in any form and the Board has laid down the “Anti-Bribery & Corruption Directive” which forms an Appendix to the Code. The Code has been posted on the Companys website www.alexanderstamps.in

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company. The Audit Committee shall oversee the vigil mechanism through the committee and if any of the members of the committee have a conflict of interest in a given case, they should recuse themselves and the others on the committee would deal with the matter on hand.

The policy provides protection to the directors, employee and business associates who report unethical practices and irregularities.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

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

All Board of Directors and the designated employees have confirmed compliance with the Code.

Auditors of the Company

a) Statutory Auditors

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, M/s. Sheetal Samriya & Associates, Chartered Accountants, (Firm registration number 011478C) was appointed as the statutory auditors of the Company, to hold office for a period of five consecutive years from the conclusion of the 25th AGM of the Company held on September 30, 2017, till the conclusion of the 30th AGM to be held in 2022.

The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017, notified on May 7, 2018.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India and Exchange Commission and the Public Company Accounting Oversight Board.

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

The Auditors have issued unmodified audit opinion on the financial statement for the financial year ended on March 31st, 2021. The Auditors Report for the financial year ended on 31st March, 2021 on the financial statement is the part of this Annual Report. The report of the Secretarial Auditors is enclosed as “Annexure F” to this report. Said report is self-explanatory and does not call for any further comments.

b) Secretarial Auditor:

In terms of Section 204 of the Act and Rules made there under, M/s. Kuldip Thakkar & Associates, Practicing Company Secretary (COP No.: 22442), Vadodara have been appointed as Secretarial Auditors of the Company. The Company has received consent from Mr. Kuldip Thakkar to act as an Auditor for conducting audit of secretarial record for the financial year ending on 31st March, 2021. The report of the Secretarial Auditors is enclosed as “Annexure C” to this report. As per Regulation 24A read with circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Secretarial Auditor has also submitted “Annual Secretarial Compliance Report” is enclosed as “Annexure D”. Both reports are self-explanatory and does not call for any further comments.

Internal Auditor:

M/s. Aalap Parikh and Associates, Chartered Accountants, Vadodara had conducted the internal audit and has submitted his report for the period ended on 31.03.2021.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditors:

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 8,40,59,150 2,39, O7,576
2 2017-18 5,06,38,090 14,37,19,179
3. 2018-19 1,03,20,851 14,92,81,826
4. 2019-20 43,63,167 14,92,87,826
5. 2020-21 75,99,204 15,38,46,806

Company is keeping huge amount of stock and of a special nature we strongly believe that management should keep perfect record of stock Furthermore company has not taken insurance 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, its strongly recommended. management to give more focus on health of the companys performance and internal control of the company.

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 (Overstatement of Loans & Advances and Non-Provision for Bad & Doubtful Loans and Advances - Non-Compliance of IND AS 37):

Observation:

The balances under the head "loans and advances" amounting to Rs. 13.30 lakhs are without Balance Confirmation. In absence of balance confirmation, the balances might be overstated and provision for “Bad and Doubtful” is required which has not been provided by the Company. So financial statements do not give true and fair view with regards to financial impact of such Loans & Advances given.

Furthermore, Balance under the head "other non-current assets" with advance to vendor amounting to Rs. 5.02 lakhs are also long outstanding for which no confirmation has been received.

Mr. Anirudh Sethi who is director of the company has taken Rs.19.33 lakhs (including entries 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 Act 2013.

Comment of Board of Directors:

The Company has given loans and advances to Mr. Anirudh P Sethi as a part of remuneration. However, the said amount of Managerial remuneration is higher than approved remuneration in the Shareholders meeting dated 31st December 2020. The managing director of the Company has no malafide intention to deal into this type of transaction. After getting the proper knowledge of the rules and regulation about the managerial remuneration, said Director has returned the amount in the month of July 2021.

3. Borrowings:

Observation:

Absence of balance confirmation- Company is carrying very old balance in unsecured loan. Company has not provided balance confirmation of loan received from Main Dhal Mills pvt. ltd amounting to Rs. 4,68,889.00/- Linkwise Exports Pvt Ltd amounting to Rs. 18,75,543/- and for Loan from retired director amounting to Rs. 11,92,769/- so we are unable to comment upon the same, So financial statements does not give true and fair view with regards to borrowings.

Comment of Board of Directors:

The said amount had been obtained by the Company a long time ago as inter corporate unsecured loan from a Company 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 is arranging to write-off all the outstanding amount by the end of the financial year.

4. Statutory dues:

Observation:

The details regarding disputed statutory dues in respect of Income Tax, VAT, Sales Tax, GST, PF, ESIC and other taxes has not been provided to us and hence we are unable to comment 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 the matter and all pending issues raised by the Auditor will be settled by end of current financial year.

5. Non-Compliance of requirement of ROC:

Observation:

Authorized share capital of the company is 7,20,00,000 whereas paid-up share capital of the company is Rs. 8,64,00,000 hence company has not increase its authorized share capital. Company has not provided for interest/penalty for the said default in the financial statement. Company has failed to file SH-7 form also with ROC resulting into non-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. 9,00,00,000/- and the Paid-up Share Capital is Rs. 8,64,00,000/-.

6. Violation of sec 73 of Companies Act, 2013:

Observation:

Company has received Rs. 60,00,000.00 from 3 individuals and shown under application for share, capital pending allotment. Out of the said amount, Rs. 30,00,000/- has been received in Dec-2018 and Rs. 30,00,000 has been received in Jan-2019. Company has neither allotted the shares nor refunded the amount back to them. Company has not followed any of the procedure prescribed under section 62 and Sec 42 of Companies Act, 2013 read with Rule 13. 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, the Company has not owned any sum as an unsecured or secured deposits from public or any other person.

7. Cash-in-Hand:

Observation:

During our audit of books of accounts, we have notice that cash-in-hand as per balance as on 31.03.2021 is 29.44 lakh which was not provided for verification to us. looking at the 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 verification of the cash-in-hand was not possible, however the Board of Directors assure the members of the Company about the authenticity of the amount.

8. Related party Transactions discloser:

Observation:

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 24,50,000/- Director of the Company
2. Vandana A Sethi Advance from Debtor 18,00,000/- Relative of the Director

Company has purchased goods (stock in trade) worth Rs. 24.50 lakhs 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 arms length price.

Comment of Board of Directors:

The transaction falls under the ambit of Sec 188 of Companies Act, 2013 which is at arms length price and normal course of action. As per the provision of the Companies Act 2013, the amount of the transaction exceeds the limit provided under the respective section which requires prior approval of the members via ordinary resolution. However due to unawareness of the said provision at the end of the Management, the Company has failed to obtain the said approval. As part of actions, the company has refunded the amount received from Ms. Vandana Sethi.

9. Internal control:

Observation:

There is a lack of internal control over financial reporting which is serious matter of concern, as a statutory auditor of the company. Comment of Board of Directors: The Board of Directors of the Company are taking care of the internal control over the financial reporting.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Secretarial Auditor:

Sr. no. Relevant provision for Compliance Requirement Observation Explanation from Board of Directors
1. 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. 60,00,000 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. 75,99,000 whose 10 percent amounts to Rs. 7,59,900, 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 the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Certificate on Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). The Company has also implemented several best governance practices.

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

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

“The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply, in respect of

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

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

In case of your Company, the paid-up equity share capital of the ALEXANDER STAMPS AND COIN LIMITED is Rs. 8,64,00,000/- and having total net worth of Rs. 15,93,41,000/- as on 31st March 2021. As per the company falls within the ambit of the aforesaid exemption “a”, compliance with the Corporate Governance provisions specified in the aforesaid Regulations shall not be applicable to the Company.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

As per the requirement of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment of Woman at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaint Committee has also been set up to redress any such complaints received. Training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

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

All employees (permanent, contractual, temporary, trainees) are covered under the policy.

No sexual harassment complaint has been received by the Company during the year 2020-21.

Vigil mechanism / Whistle Blower Policy:

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

Internal Control Systems and their adequacy & Risk Management:

The Company has 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. Aalap Parikh & Associates, Vadodara to review its existing internal control system with a view to tighten the same and introduce a 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.

The Company is not mandatorily required to constitute Risk Management Committee. Further our Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company.

The Company endeavors to continuously sharpen its Risk management system and process in line with a rapidly changing environment. There is no risk which in the opinion of the Board threaten the existence of the Company. However, some of the risk which may pose challenges are sets out in Management Discussion and Analysis repot which forms the part of this Report.

Share Registrar & Transfer Agent:

MCS Share Transfer Agent Limited (“MCS"), a SEBI registered Registrar & Transfer Agent (“RTA”) has been appointed as the Companys RTA. The contact detail of MCS is mentioned in the Notice of AGM.

Annual Return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is 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 required by Regulation 17(8) and Regulation 33 read with part B of schedule II of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 has been provided in Annexure E.

Deposit:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no deposits are subsisting as on date.

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 interest thereon 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 to include the details in respect of frauds reported by auditors under sub-section 12 of section 143 other than those which are reportable to the Central Government. No such fraud was reported by the auditor during the period under review.

Secretarial Standards:

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

Credit Ratings:

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

Business Responsibility Report:

As per regulation 34(2) of SEBI Listing Regulations, 2015, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization (calculated as on 31 March of every financial year) shall include a Business Responsibility Report (BRR).

Since your company does not fall under the ambit of the said provision therefore the requirement of the said reporting does not arise for the year under review.

Indian Accounting Standards:

The standalone financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (the Ind AS) prescribed under section 133 of the Companies Act, 2013 (the Act).

Particulars of loans, guarantees or investments under section 186:

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 by the Company with related parties referred to in sub-section (1) of section 188 of the Companies 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 24,50,000/- Director of the Company
2. Vandana A Sethi Advance from Debtors 18,00,000/- Relative of the Director

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Conservation of energy:

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

Hence, the disclosure required in Section 134(3) (m) of the Companies Act, 2013 are not applicable to the Company:

Corporate Social Responsibility:

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

Acknowledgement:

Your directors would like to express their sincere appreciation for the assistance and cooperation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels. We place on record our appreciation for the contribution made by our employees at all levels.

The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

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 INDEX

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