We have pleasure in presenting the Twenty Fourth Annual Report on the business andoperations of the Company together with the audited results for the financial year endedMarch 312017.
Your Company's performance during the year as compared with that of during the previousyear is summarized below:
| || ||Rs. in Lakhs |
|Particulars ||2016-17 ||2015-16 |
|Revenue from operation ||2782.34 ||2400.17 |
|other income ||104.68 ||130.03 |
|Total Income ||2887.02 ||2530.20 |
|operating expenditure ||2313.63 ||1860.79 |
|Profit Before Depreciation Interest and Tax ||573.38 ||669.41 |
|Less: Interest & Finance Charges ||114.92 ||62.46 |
|Profit before Depreciation and Tax ||458.47 ||606.95 |
|Less: Provision for Depreciation ||86.26 ||83.79 |
|Profit before Tax ||372.21 ||523.16 |
|Less : Provision for Tax ||75.99 ||109.80 |
|Deferred Tax (Liability) ||-7.06 ||7.97 |
|Net Profit after Tax ||303.28 ||405.39 |
|Add: Balance in Profit & Loss Account as per last ||3732.28 ||3426.72 |
|Less: Profit Transferred to General Reserves || || |
|Proposed / Interim Dividend ||64.97 ||77.96 |
|Corporate Social Responsibility ||NIL ||6.00 |
|Dividend Tax ||13.23 ||15.87 |
|Balance carried forwards to Balance Sheet ||3957.36 ||3732.28 |
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.
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 31 2017 stood at Rs 2887.02 (Rs in Lakhs) as againstRs. 2530.20 (Rs in Lakhs)- in the previous year. After providing for depreciation andtaxation of Rs.86.26 (Rs in Lakhs) as against Rs.83.79 /(Rs in Lakhs)- in the previousyear respectively the net profit of the Company for the year under review was placed atRs. 303.27 (Rs in Lakhs) as against Rs. 405.39 (Rs in Lakhs) - in the previous year.
The Board of Directors has recommended a dividend of Re 0.50 per equity share ofRs10/- each subject to the approval of the shareholders in the ensuing Annual GeneralMeeting.
Transfer to Reserves
An amount of NIL is transfered out of current year profit in to General Reserve.
C. OPERATIONAL OVERVIEW
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
No change in Director has occurred during the financial year.
During the year under review Mr Binu Thomas resigned from the Post of Company Secretaryand Compliance officer of the Company on 20th March 2017 and Mr Kurian Zacharias wasappointed as Company Secretary and Compliance officer of the company with effect from20th March 2017
Mr. S.Mohsin (Din No 01646906.) who retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment.
Mr. Syed Mohammed Muneer (Director of the Company whose period of appointment to end on14.08.2017 being eligible and with his consent Appointed as Director of the Company and
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 Regulation 17 of SEBI (LODR) Regulations 2015 and Section 149 of theCompanies Act 2013 Regulation.
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 Regulation 25 of SEBI (LODR) Regulations 2015
During the year under review the Board of Directors met 7 Times on the following dates
07/05/2016 30/05/2016 20/06/2016 13/08/2016 30/09/2016 14/11/2016 14/02/2017
In accordance with the provision of the Companies act 2013 a separate meeting of theIndependent Directors of the Company was held on 10/02/2017
C. Re-appointment of Director
In Terms of section 2(78) 2(94) 196 and 197 read with schedule V and other applicableprovisions of if any of the Companies Act 2013 and subject to the approval of theshareholders in General Meeting Sri S.M.Muneer be and is hereby appointed as Whole timedirector of the Company with effect from 14th August 2017 for a period of five years andhe is not liable to retire by rotation on terms and conditions a set out in theexplanatory statement annexed to this notice ."
" Resolved further that in the event of in adequacy or absence of profits in anyfinancial year during the currency of his tenure as Whole-time Director The remunerationagreed shall be paid subject to the ceilings and conditions stipulated in Schedule V ofthe Companies Act 2013 as minimum remuneration
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 be appointed /re-appointed have been provided as an and Annexure to the Notice convening the AnnualGeneral meeting. Specific information about the nature of their expertise in specificfunctional areas and the names of the companies in which they hold directorship andmembership/ Chairmanship of the Board committees as stipulated under Regulation 26 ofSEBI (LODR) Regulations 2015 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 assessed the performance and the potential of each of theindependent directors with a view to maximizing their contribution to the Board. Ascontemplated by the Act the independent directors at a meeting conducted a review of theperformance of the Chairman after taking into account the views of the non-executivemembers of the Board. At the same meeting the review of the executive directors was alsocarried out.
The process put in place by the Board in accordance with the Companies Act 2013 andthe relevant provisions of the Regulation 17 of SEBI (LODR) Regulations 2015 and is aimedat improving the performance of the Board its committees and its members
G. 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 Regulation 18of the SEBI (LODR) Regulations 2015.. The Audit Committee comprises of the followingmembers
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 Directors There were no instances ofnon-acceptance of such recommendations.
B. Statutory Auditors
At the Annual General Meeting of the Company held on September 30 2016 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. as his tenure of appointment is going to complete at ensuing AGM and as perProvision of Companies Act 2013 Board proposed to appoint M/S RVKS and AssociatesChartered Accountants (Firm Registration No. 008572S) and The members may appoint ofM/s.RVKS and Associates Chartered Accountants (Firm Registration No. 008572S)as thestatutory auditors of the company for a period of five year from the financial year2017-18 to 2021-22.
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 31 2017 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 Policy arereproduced 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 the companyfrom FY 2016-17 and the provision and activity for Social Responsibility also applies fromthe FY 2016-17.
In terms of Section 134 of the Companies Act 2013 read with The Companies (CorporateSocial Responsibility Policy) Rules 2014 CSR activity is in process the plan has beenformmulated in 2016-17 and will be excuted in the year 2017-18.
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/ and as per Section . Thedividends pertaining to the financial year 2007-08 which were lying unclaimed with thecompany was transferred to the investor education and protection fund during the financialyear 2015-16. The details of unclaimed dividend transferred to the investor education andprotection fund has been detailed in Corporate Governance report forming part of annualreport.
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 2017 the company has and organizational strength of 45.(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 and Regulation 18 of the SEBI (LODR) Regulations 2015 adeclaration signed by the Chairman and Managing Director affirming compliance with theCode of Conduct by the Directors and senior management personnel of the Company for thefinancial year 2016-17 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 Regulation 34 of the SEBI (LODR) Regulations 2015 the Management andAdministration) Rules 2014 the extract of the Annual Return of the Company for thefinancial year 2016-17 is provided in Annexure-B 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 2016-17 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 : 14.08.2017 ||Managing Director ||Jt. Managing Direcor |
|Palce : Bangalore ||DIN-01664782 ||DIN- 01646948 |