We have pleasure in presenting the Twenty Third Annual Report on the business andoperations of the Company together with the audited results for the financial year endedMarch 31 2016
Your Company's performance during the year as compared with that of during the previousyear is summarized below:
| || ||Rs. in Lakhs |
|Particulars ||2015-16 ||2014-15 |
|Revenue from operation ||2400.17 ||1641..78 |
|Other income ||130.03 ||127.75 |
|Total income ||2530.20 ||1769.53 |
|Operating expenditure ||1860.79 ||1451.84 |
|Profit before depreciation interest and tax ||669.41 ||317.69 |
|Less: interest & finance charges ||62.46 ||54.22 |
|Profit before depreciation and tax ||606.95 ||263.47 |
|Less: provision for depreciation ||83.79 ||109.8 |
|Profit before tax ||523.16 ||153.67 |
|Less : provision for tax ||109.80 ||31.92 |
|Deferred tax (liability) ||7.97 ||(21.91) |
|Net profit after tax ||405.39 ||143.66 |
|Add: balance in profit & loss account as per last ||3426.72 ||3366.33 |
|Less: profit transferred to general reserves ||- ||5.00 |
|Proposed/interim dividend ||77.96 ||64.97 |
|Corporate social responsibility ||6.00 ||- |
|Dividend tax ||15.87 ||13.3 |
|Balance carried forwards to balance sheet ||3732.28 ||3426.72 |
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the balance sheet relates and the date of this report
BUSINESS AND OPERATIONS
A. BUSINESS OVERVIEW
Alpine Housing Development Corporation Limited is a public limited company listed onBSE Limited. The Authorised Share Capital of the Company is Rs.150000000 (RupeesFifteen crores only) divided into 15000000(One Crore fifty lakh) Equity shares of Rs.10/- (Rupees Ten Only) each. The issued subscribed and paid-up capital of the Company isRs.129930000 (Rupees Twelve Crore Ninety-Nine Lakhs Thirty Thousand only) divided into12993000 (One Crore Twenty Nine Lakhs Ninety Three Thousand Only) equity shares of Rs10 each. During the year under review there was change in the capital structure of thecompany i.e the Authorised Capital enhanced to Rs 150000000/-(Fifteen crores only andPaid Up capital Enhanced to Rs 129930000/-.
The Operations of the company can be categorized into following sectors:
1. Construction and development of residential projects and commercial projects
3. Concrete Sleeper
B. FINANCIAL OVERVIEW
Revenue for Financial Year March 312016 stood at Rs 2530.20 (Rs in Lakhs) as againstRs. 1769.53(Rs in Lakhs)- in the previous year. After providing for depreciation andtaxation of Rs.83.79 (Rs in Lakhs) as against Rs109.80/(Rs in Lakhs)- in the previous yearrespectively the net profit of the Company for the year under review was placed at Rs.405.39 (Rs in Lakhs) as against Rs. 143.66 (Rs in Lakhs)-in the previous year.
The Board of Directors has recommended a dividend of Re 0.60 per equity share ofRs10/- each subject to the approval of the shareholders in the ensuing Annual GeneralMeeting.
Transfer to Reserves
An amount of 405.38 Lakhs is transfered out of current year profit in to GeneralReserve.
C. OPERATIONAL OVERVIEW
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mrs. Annu Kumari (DIN- 03076710) resigned from the Postof Non-Executive Independent Director and Mrs. Sumathi Doraiswamy (DIN 03163043) wasappointed as an Additional Director with effect from 13th February 2016.
During the year under review Mr Suraj Kumar Sahu resigned from the Post of CompanySecretary cum compliance officer of the Company on December 15 2015 and Mr Binu Thomaswas appointed as Company Secretary Cum compliance officer of the company with effect from15th December 2015
Mr. S.Mohsin (Din No 01646906.) who retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment
Significant or Material Orders passed by Regulators/Courts
During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and company'soperations in future.
Board of Directors and its Committees
A. Composition of the Board of Directors and Declaration from Independent Director
As on date the Board of Directors of the Company comprises eight directors of whichfour are Non-Executive Independent Directors. The composition of the Board of Directors isin Compliance with Clause 23 of the Listing Agreement/Regulation 17 of SEBI (LODR)Regulations 2015 and Section 149 of the Companies Act 2013.
The Company has received necessary declarations from the Independent Director Statingthat they meet the criteria of Independence as specified in Section 149(6) of theCompanies Act 2013 and Clause 49 of the Listing Agreement/Regulation 16 of ListingRegulations.
During the year under review the Board of Directors met 10 Times on the followingdates
13.05.2015 30.05.2015 10.06.2015 11.08.2015 26.09.2015 09.10.2015 14.11.201530.12.2015 13.02.2016 23.02.2016
In accordance with the provision of the Companies act 2013 a separate meeting of theIndependent Directors of the Company was held on 21/03/2016
C. Appointment of Director
In terms of Section 152 of the Companies Act 2013 Mrs Sumathi D Doraiswamy (DIN-03163043) who was appointed as an Additional Director in the capacity of a Non-ExecutiveIndependent Director commencing from February 13 2016 Holds office up to the ensuingAnnual General Meeting Being Eligible Mrs Sumathi D Doraiswamy offers herself forappointment as a Director of the company in the capacity of Non-Executive IndependentDirector. The Board of Directors based on the recommendation for Nomination &Remuneration Committee has recommended the appointment of Mrs Sumathi D Doraiswamy as aNon- Executive Independent Director of the Company.
D. Re-appointment of Director Retiring by Rotation
In Terms of Section 152 of the companies Act 2013 Mr. S.M.Mohsin (Din No 01646906.) isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for Re-appointment. The Board of Director based on the Recommendation ofNomination & Remuneration committee have recommended the re-appointment of MrS.M.Mohsin retiring by rotation.
The Notice convening the Annual General Meeting includes the proposals for appointment/Re-appointment of the Directors Brief resumes of the Director proposed to beappointed/re-appointed have been provided as and Annexure to the Notice convening theAnnual General meeting. Specific information about the nature of their expertise inspecific functional areas and the names of the companies in which they hold directorshipand membership/ Chairmanship of the Board committees as stipulated under Clause 49 of theListing Agreement have also been included.
E. Committees of the Board
During the year under review the terms of reference of Audit Committee Remuneration& Nomination Committee and Stakeholders Relationship Committee were also aligned withthe requirements of SEBI (LODR) Regulations 2015 and the Companies Act 2013.
A detailed note on the committees of the Board of Directors are given in the CorporateGovernance Report forming part of the Annual Report.
F. Performance Evaluation
Pursuant to the provisions of Section 134 (3) (p) read with Articles VII and VIII ofSchedule IV of the Companies Act 2013 the Board undertook an evaluation of itself andits committees. The Board excluding the independent director being evaluated alsoassessed the performance and the potential of each of the independent directors with aview to maximizing their contribution to the Board. As contemplated by the Act theindependent directors at a meeting conducted a review of the performance of the Chairmanafter taking into account the views of the non-executive members of the Board. At the samemeeting the review of the executive directors was also carried out.
The process put in place by the Board in accordance with the Companies Act 2013 andthe relevant provisions of the Listing Agreement/Listing Regulations and is aimed atimproving the performance of the Board its committees and its members
Gl Directors' responsibility Statement
In terms of the requirements of Section 134(5) of the Companies Act 2013 we onbehalf of the Board of Directors hereby confirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period.
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities
d) the annual accounts has been prepared on a going concern basis; and
e) internal financial controls to be followed by the company has been laid down andsuch internal financial controls are adequate and were operating effectively.
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively
Audit Related Matters
A. Audit Committee
The powers role and terms of reference of the Audit Committee are in consonance withthe requirements mandated under Section 177 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement/ Regulation 18 of Listing Regulations. The Audit Committee comprisesof the following members
1. Mr. K.N. Guha (Independent Director) -Chairman
2. Mr N.K. Malu (Independent Dirctor)- Member
3. Mr S.A. Kabeer (Managing Director) -Member
During the period under review the suggestions put forth by the Audit Committed wereduly considered and accepted by the Board of Directs There were no instances ofnon-acceptance of such recommendations.
B. Statutory Auditors
At the Annual General Meeting of the Company held on September 30 2015 M/s Rao &Venkatesulu (chartered Accountant firm) (Firm Registration Number 003108S) was re-appointed as the statutory Auditor of the Company for a period of 1 year in terms ofSection 139 of the Companies Act 2013 read with the companies (Audit and Auditors) Rules2014. The members may appoint of M/s Rao & Venkatesulu as the statutory auditors ofthe company for the financial year 2016-17.
There is no qualification or adverse remarks in the statutory Auditors' Report whichrequired any explanation from the board of Directors.
C. Secretarial Audit
The Secretarial Audit Report for the year ended March 312016 is issued by Mr. AshokKumar Tripathy Practicing Company Secretary in accordance with the provisions of Section204 of the Companies Act 2013 is provided separately in the Annual Report. There are noqualifications or adverse remarks in the Secretarial Audit Report which require anyexplanation from the Board of Directors
D. Cost Audit
Cost Audit is not applicable for our industry as per The Companies (Cost Records andAudit) Rules 2014.
E. Internal Financial Controls
There are adequate internal financial controls in place with reference to the financialstatements. During the year under review these controls were evaluated and no significantweakness was identified either in the design or operation of the controls.
A. Nomination and Remuneration Policy
The Nomination Remuneration and Governance Committee of the Board of Directors hasformulated a Nomination and Remuneration Policy containing the criteria for determiningqualifications positive attributes and independence of a director and policy relating tothe remuneration for the directors key managerial personnel and senior managementpersonnel of the Company. The Nomination and Remuneration Policy is available on thewebsite of the Company at www.alpinehousing.com . and relevant extracts from the Policyare reproduced in Annexure A to this report.
B. Vigil Mechanism
The company has established a vigil mechanism to promote ethical behavior in all itsbusiness activities and has in place a mechanism for employees to report any genuinegrievances illegal unethical report any genuine grievances illegal unethicalbehaviors suspected fraud violation of laws rules and regulation or conduct to thechief vigilance officer and the audit committee of the board of Director. The policy alsoprovides for adequate protection to the whistle blower against victimization ordiscriminatory practices. The policy is available on the website of the company atwww.alpinehousing.com
C. Corporate Social Responsibility
The Corporate Social Responsibility Policy as formulated by the Corporate SocialResponsibility Committee and approved by the Board of Directors is available on thewebsite of the Company at www.alpinehousing.com . This policy is applicable for thecompany from FY 2016-17 and the provision and activity for Social Responsibility alsoapplies from the FY 2016-17.
In terms of Section 134 of the Companies Act 2013 read with The Companies (CorporateSocial Resposibility Policy) Rules 2014 the details of the activity will be showed in2016-17 annual report.
During the year under review the company has not issued any debentures as on datethe company does not have any outstanding debenture.
The Company has not accepted any deposits in terms of chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year underreview and there are no outstanding deposit as on due date.
C. Transfer to Investor Education and Protection Fund
In compliance of Section 205C of the companies act 1956. The dividends pertaining tothe financial year 2007-08 which were lying unclaimed with the company was transferred tothe investor education and protection fund during the financial year 2015-16. The detailsof unclaimed dividend transferred to the investor education and protection fund has beendetailed in Corporate Governance report forming part of annual report.
D Human Resources
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
As on March 31 2016 the company has and organizational strength of 160Employees.(approx)
E. Corporate Governance
A detailed report on corporate governance and a certificate from. Mr. Ashok KumarTripathy practicing Company Secretary affirming compliance with the various conditions ofCorporate Governance in terms of the Listing Regulations forms part of the Annual Report.
F. Code of conduct
As prescribed under Clause 49 of the Listing Agreement/Regulation 17 of the ListingRegulations a declaration signed by the Chairman and Managing Director affirmingcompliance with the Code of Conduct by the Directors and senior management personnel ofthe Company for the financial year 2015-16 forms part of the Corporate Governance Report.
G. Management discussion and Analysis Report
In accordance with the requirements of the Listing Agreement the management discussionand analysis report titled as management report is presented in a separate section of theAnnual Report.
H. Extract of Annual Return
In terms of Section 134 of the companies Act 2013 read with Rules 12(1) of thecompanies Management and Administration) Rules 2014 the extract of the Annual Return ofthe Company for the financial year 2015-16 is provided in Annexure-C to this report.
I. Particular of Loan Guarantees and investments.
In terms of section 134 of the companies act 2013 the particulars of loans guaranteesand investments given by the company under section 186 of the companies act 2013 isdetailed in Notes to accounts of the financial statements.
J. Related party transactions
During the year the company has not entered into any contract/arrangement/transactionwith a related party which can be considered as material in terms of the policy on relatedparty transactions laid down by the Board of directors. The related party transactionsundertaken during the financial year 2015-16 are detailed in Note to Accounts of theFinancial Statements.
K. Conservation of Energy Technology absorption and Foreign exchange earnings andoutgo
In terms of section 134 of the Companies Act 2013 read with Rules 8(3) of thecompanies (account) rules 2014 the particulars of conservation of energy technologyabsorption and foreign exchange earnings and outgo are set out in Annexure D to thisreport.
L. Remuneration Details of Directors Key Managerial Personnel and employees
The details of remuneration of directors key managerial personnel and the statement ofemployees in receipt of remuneration exceeding the limit prescribed under section 134 ofthe companies act 2013 read with rule 5 of the companies (Appointment and remuneration ofmanagerial Personnel) Rules2014 has been provided in Annexure E to this report.
M. Financial Position and performance of Subsidiaries Joint ventures and associates
The Company is not having any subsidiary company. During the year under review thecompany does not have Associates or Joint Venture Companies.
N. Additional Information to shareholders
All important and pertinent investor information such as financial results investorpresentations new launches and project updates are made available on the company'swebsite (www.alpinehousing.com ) on regular basis.
The Directors would like to place on record their sincere appreciation to the company'scustomers vendor and bankers for their continued support to the company during the yearThe Director also wish to acknowledge the contribution made by employees at all levels forsteering the growth of the organization. We thank the government of India the stategovernments and other government agencies for their assistance and co-operation and lookforward to their continue support in future Finally the Board would like to express itsgratitude to the members for their continued trust cooperation and support.
| || |
By Order of Board
| || |
For Alpine Housing Development Corporation Limited
| ||sd/- ||sd/- |
| ||S.A Kabeer ||S A Rasheed |
|Date : 13.08.2016 ||Managing Director ||Jt. Managing Direcor |
|Palce : Bangalore ||DIN-01664782 ||DIN- 01646948 |
Conservation of Energy Technology absorption and Foreign Exchange Earnings and outgo(Pursuant to Section 134 of the Act and Rule 8 (3) of the Companies (Accounts) Rules2014.
A. Conservation of Energy
i. Steps taken or impact on conservation of energy conservation measures:
a. Use of energy efficient lamps control gears ballast VFDs highly efficient motorsand PV cells
b. Use of CFLs fluororescent tubes metal halide and LEDs in the common areas ofresidential projects
c. Use of external street light fixtures with timers.
d. Use of lighting software in the design stage of our projects.
e. Use of daylight sensors and occupancy sensors with dimmable ballasts.
f. Use of best quality wires cables switches and low self power loss breakers.
g. Following standard specifications like color codes independent neutral and earthingfor each circuit to curb energy leakage
h. Use of low loss electronic ballast
i. Selection of high efficiency transformers DG Sets and other Equipments.
j. Introduction of auto-correction power factor capacitor panels and harmonic filters.
k. The use of separate energy meters for major common area loads so that powerconsumption can be monitored and efforts can be made to minimize the same
i. Use of energy efficient lifts with group control in residential projects
ii. Steps taken by the company for utilizing alternative sources of energy
a. Provision of back-up solar power for lighting in residential projects
b. Use of heat pumps and solar water heater instead of geysers to reduce powerconsumption.
iii. Capital investment on energy conservation on energy conservation equipments.
The company continues to make project level investments for reduction in consumption ofenergy and capital investment on energy conservation equipments cannot be quantified.
B. Technology Absorption
i. Efforts made towards technology absorption
The company uses Latest tools waterproofing techniques and follows high standard inall its construction activities Alpine uses both indigenous and imported technologies forimplementation at all its projects. The company has taken the following initiatives in thearea of technology:
l. Introduction of laser plummets for accurate marking
2. Introduction of " Scaff board" for safety of workforce who work at heights
3. Software for BBS to generate fast and accurate bar bending schedules
4. Grab & Trolley for block shifting
5. " Debris Crusher" for Crushing & recycling the debris generated at thesite
6. Instead of cast- insitu coping for the terrace parapet and compound walls precastmethodology has been introduced and implemented.
7. Adoption of power feeders for spindle machine instead of manual feeding.
The company derives benefits in the form of cost reduction fewer customer complaintsand better quality of the end products The above initiatives and implementations havebeen made after continuous market research-trial and testing for quality durability andcompatibility in consideration of cost and time for developing new systems and bettertechnologies.
I. Imported Technology
The company has not imported any technology during the last three years.
II. Research and Development
The company has carried out R & D in the following areas:
Ready Mixed concrete Batching plant Audit for Vendor Evaluation
1. Materials testing & validation of the construction materials used on site tocheck their quality durability and compatibility
2. Pile integrity Test for qualitative evaluation of the physical dimensions (Crosssectional variation).
3. Soundness or defects of the poles concrete with respect to its continuity
4. Introduction of Lightweight Deflectometer for measuring the deflection modulus ofsub grade/sub soils and unbound base layers.
5. Introduction of Block Testing Plates for testing blocks at sites
6. Introduction of Lift well gate for tall protection into the lift pits or shafts.
7. Introduction of Laser plummet for maintain verticality of columns and buildings
8. Raised floor system in terraces to prevent director heat transmission from the roofslab and to protect water resistance treatment of roofs for longer duration
9. Introduction of tile round cutting using mint drilling machine and tile hole sawcutter to get a perfect round finish.
10. Wooden/Bamboo textured glass reinforced concrete cladding panels which islightweight when compare to conventional concrete
11. Physical measurement technique tools software to measure and analyze elevator ridequality vibration & sound.
12. Epoxy flooring applied to concrete for protection aesthetic enhancement strongadhesion long lasting rust proof waterproof heat resistant salt and acid resistance.
Benefits derived as a result of the above R & D
The benefits derived from the above ensure that the final product delivered by thecompany conforms to international standards.
Future plan of action
The success of R&D initiatives in the construction industry primarily depends onthe selection of the right method of construction type of machines and kind ofmaterials. It also depend on integrating the planning and training process within thecompany and its has to be understood as an ongoing process.
Expenditure on R & D
The R & D Activity of the company forms part of project cost and cannot bequantified.
|C. Foreign Exchange Earnings and outgo || |
|Total expenditure in foreign exchange ... ||Nil |
|Total income in foreign exchange ... ||Nil |
Remuneration Details of Directors and Employees
(Pursuant to Section 134 of the Act and Rules 5 (1) of the companies (Appointment andRemuneration of Managerial Personnel) Rules 2014)
i. Ratio of remuneration of each director to the median remuneration of the employeesand percentage increase in remuneration
|S.No ||Name of Directors/KMP ||Ratio to Median ||% Increase |
|1 ||Mr S A Kabeer ||18.57 ||101 |
|2 ||Mr S A Rasheed ||14.86 ||85 |
|3 ||Mr S M Muneer ||6.46 || |
|4 ||Mr Shaik Mohammed Osman ||4.38 || |
|5 ||Mr Binu Thomas ||1.86 ||_ |
ii. The percentage increase in the median remuneration of employees in the financialyear 2015-16 was 4% Approximate.
iii. The number of permanent employees on the rolls of company as on March 31 2016 was68
iv. The average increase in remuneration of employees during the financial year 2015-16was 4.38 % During the same period the revenues increased by 43 %The profit before tax andprofit after tax have increased by 240 % and 182 % respectively on a standalone basis.
v. During fiscal 2016 the aggregate remuneration of Key managerial personnel increasefrom 524250 to 616863 per month. The performance of the company during the financialyear 2015-16 is detailed in point (iv) above key managerial personnel includes the wholetime directorChief financial officer and company Secretaryand compliance officer.
vi. The closing price of the equity shares of the company on the Bombay stock exchangeof india as on March.31 2016 was Rs 24.25.
vii. The key parameters for any variable component of remuneraton availed by thedirectors; The whole -time director are entitled to receive a fixed salary comprising ofbasic salary allowances and perquisties. They are also eligible for performanceincentives upto specified percentage or amount as the case may be. The breakup of theremuneration is provided in the Corporate Governance report forming part of the annualreport.
viii There was no employee whose remuneration was in excess of the remuneration of thehighest paid director during the financial year.
I. The remuneration is as per Nomination and remuneration policy formulated by thenomination and remuneration committee and approved by the Board of Directors of thecompany.
Statement pursuant to section 134 of the companions act 2013 and Rules 5(2) and 5(3)of the companies (Appointment and Remuneration of Managerial Personnel) rules 2014 is notapplicable to the Company.