Dear Member (s)
We have pleasure in presenting the Twenty Sixth Annual Report on the business andoperations of the Company together with the audited results for the financial year endedMarch 31 2019.
Your Company's performance during the year as compared with that of during the previousyear is summarized below:
Rs. in Lakhs
|Particulars ||2018-19 ||2017-18 |
|Revenue from operation ||3096.3 ||3026.77 |
|Other income ||122.89 ||139.93 |
|Total Income ||3219.19 ||3166.7 |
|Operating expenditure ||2519.32 ||2539.28 |
|Profit Before Depreciation Interest and Tax ||699.87 ||631.64 |
|Less: Interest & Finance Charges ||243.88 ||185.16 |
|Profit before Depreciation and Tax ||455.99 ||446.48 |
|Less: Provision for Depreciation ||79.83 ||71.38 |
|Profit before Tax ||376.16 ||375.10 |
|Less : Provision for Tax ||80.51 ||76.05 |
|Deferred Tax (Liability) ||-0.30 ||-13.97 |
|Net Profit after Tax ||295.95 ||313.02 |
|Add: Balance in Profit & Loss Account as per last ||4270.40 ||4035.55 |
|Less: Profit Transferred to General Reserves ||- || |
|Proposed / Interim Dividend ||- ||64.97 |
|Corporate Social Responsibility ||NIL ||NIL |
|Dividend Tax ||- ||13.23 |
|Balance carried forwards to Balance Sheet ||4566.35 ||4270.40 |
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.180000000 (RupeesEighteen crores only) divided into 18000000(One Crore Eighty lakh) Equity shares of Rs.10/- (Rupees Ten Only) each. The issued subscribed and paid-up capital of the Company isRs.173218980 (Rupees Seventeen Crore Thirty two Lakhs Eighteen Thousand Nine hundredeighty only) divided into 17321898 (One Crore Seventy three Lakhs Twenty one ThousandEight hundred and ninety eight Only) equity shares of Rs 10 each. The Operations of thecompany 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 2019 stood at Rs 3219.19 (Rs in Lakhs) asagainst Rs. 3166.70 (Rs in Lakhs)- in the previous year. After providing fordepreciation and amortization of Rs.79.83 (Rs in Lakhs) as against Rs.71.38 /(Rs inLakhs)- in the previous year respectively the net profit of the Company for the yearunder review was placed at Rs. 295.95 (Rs in Lakhs) as against Rs. 313.02 (Rs in Lakhs)-in the previous year.
Transfer to Reserves
An amount of NIL is transferred out of current year profit in to GeneralReserve.
C. OPERATIONAL OVERVIEW
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Board meeting of the Company held on 30 August 2019 the Board had based on therecommendation of the NRC and subject to the approval of the members re-appointed Mr.Syed Abdul Kabeer (DIN 01664782) as Managing Director of the Company for a periodof 5 (Five) years from the end of the period of expiry from 01-12-2019 to 30-11-2024 andthe remuneration to be paid for the term upon terms and conditions as set out in theExplanatory statement annexed to the Notice convening the meeting
At the Board meeting of the Company held on 30 August 2019 the Board had based on therecommendation of the NRC and subject to the approval of the members re-appointed Mr.Syed Abdul Rasheed (DIN No. 01646948)as Joint Managing Director of the company for afurther period of 5 years commencing 01-03-2020 to 28-02-2025 and the remuneration to bepaid for the term upon terms and conditions as set out in the Explanatory statementannexed to the Notice convening the meeting
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 9 Times on the followingdates. 29-05-2018 13-08-2018 01-09-2018 27-09-2018 13-10-2018 13-11-2018 28-01-201912-02-2019 28-03-2019.
In accordance with the provision of the Companies act 2013 a separate meeting of theIndependent Directors of the Company was held on 12/02/2019
C. Committees of the Board
During the year under review the terms of reference of Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committee were also alignedwith the requirements of SEBI (LODR) Regulations 2015 and the Companies Act 2013.TheCommittees were reconstituted during the year details are stated under relevantcommittees.
A detailed note on the committees of the Board of Directors are given in the CorporateGovernance Report forming part of the Annual Report.
D. 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
E. Directors' responsibility Statement
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the company work performed by the Statutory AuditorsSecretarial Auditors including the audit of the Internal Financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by the Managementincluding Audit Committee the Board is of the opinion that the Company's InternalFinancial Controls were adequate and effective during the financial year 2018-19
In terms of the requirements of Section 134(3) (c) and 134(5) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability 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 was reconstituted during theyear and then comprises of the following members
1. Mr. Madanmohan Jaising(Independent Director) Chairman
2. Mr Sreenivasulu Palle (Independent Director) - 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
In view of the provisions of the Companies (Amendment) Act 2017 The requirement relatedto ratification of appointment of auditors by members at every annual general meeting hasbeen omitted
There is no qualification or adverse remarks in the statutory Auditors' Report for theyear which required any explanation from the Board of Directors.
C. Secretarial Audit
The Secretarial Audit Report for the year ended March 31 2019 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 Cost Audit.
Company has not transferred the unclaimed Dividend amounts shares to IEPF Fund as perprovision of Companies Act 2013 and IEPF Rules 2016 and now it is in process to Transferthe aforesaid shares to IEPF Funds as required for the provision of Companies Act 2013 andIEPF Rules 2016.
Addressed by Directors
Transfer of shares to IEPF
Pursuant to the provisions of section 124 of the Company's Act 2013 read with the IEPF(Accounting Audit Transfer and Refund) Rules 2016 as amended all the shares on which thedividend remains unpaid or unclaimed for as period of seven consecutive years or more ;
Shall be transferred to the demat account of the IEPF Authority as notified by theMinistry of Corporate Affairs. Accordingly the company has/ Instituted the process /transferred 648340 Equity shares of the face value of Rs 10 each to the IEPF Authorityduring the Financial year 2018-19
The Corporate action for demat with NSDL and CDSL is complete along with transfer ofshares in physical form by duplicate shares to demat account is instituted
The Company has intimated by Notice all members whose shares were due to betransferred to the IEPF Authority and had also published newspaper advertisements in thisregard. The details of such Dividend /Shares transferred to the IEPF are uploaded on thewebsite of the Company at www.alpinehousing.com
Claim from IEPF Authority
Members /Claimants whose shares unclaimed dividend have been transferred to the IEPFDemat Account or the fund may claim the shares or apply for the refund by making anapplication to the IEPF Authority in e-Form IEPF 5 (available on www.iepf.gov.in)along with the requisite fee as decided by the IEPF Authority from time to time. TheMember / Claimants can file only one consolidated claim in a financial year as per theIEPF Rules. No claim shall lie against the Company in respect of the dividend/ share sotransferred. The procedure to be followed by the shareholder for making such a claim isavailable on the website of the company at www.alpinehousing.com
D. Cost Audit
Cost Audit is not applicable for our industry as per The Companies (Cost Records andAudit) Rules 2014. (as amended up to 15 July 2016)
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 Directors. 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 A sum of Rs 6 lakhs was provided in 2015-16 TheCommittee had initially decided to purchase a fully equipped Ambulance for MedicalAssistance. As the amount currently held was insufficient an CSR allocation ahead isawaited to complete the programme.
For the financial year 2018-19 the company did not generate threshold limit for CSRallocation
Other Matters A. Debentures
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 125 of the Companies Act 2013. The dividends pertaining to thefinancial year 2009-10 which were lying unclaimed with the company was transferred to theinvestor education and protection fund during the financial year 2017-18. Dividend of Rs.263328/- pertaining to the year 2009-10 which remained unpaid or unclaimed was transferredto the IEPF Authority and members intimated likewise. The Unpaid dividend may be claimedby the members by making an application to the IEPF Authority in Form IEPF -5 Theprocedure for making such a claim is available on the website of the company atwww.alpinehousing.com
The details of unclaimed dividend transferred to the investor education and protectionfund has been detailed 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 2019 the company has and organizational strength of 33.(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 2017-18 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 is presented in a separate section of the Annual 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 2018-19 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 2018-19 are detailed in Notes 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 : 30.08.2019 ||Managing Director ||Joint Managing Director |
|Place : Bangalore ||DIN 01664782 ||DIN 01646948 |
ANNEXURE - A
Extract from Nomination and Remuneration Policy
Policy on appointment and Removal of Directors Key managerial personnel and SeniorManagement
A. Eligibility or Criteria for appointment Educational Qualification
No person shall be eligible for appointment as a director key managerial personnel and/or senior management personnel unless he/she possesses at Least a bachelors' degree in arecognized and relevant field educational qualification over and above the bachelors'degree though not mandatory shall be preferable. However the requirement of minimumeducational qualification can be waived if the candidate showcases exceptional knowledgetalent creativity and or aptitude for the position
A person shall be eligible for appointment as a director key managerial personnel and/or senior management personnel if he /she possess adequate experience in the respectivefiled(s) between two candidates possessing same/similar educational qualification theperson with more experience will ordinarily be preferred Experience in diverse fieldswill be given due weightage.
The person considered for appointment shall be a person of integrity and good standing.No person convicted of any offence involving moral turpitude shall be considered forappointment to the post of a Director Key managerial personnel and/or senior management.
A person shall not be considered for appointment to the post of a whole time directorof the company if he\she has attained the age of seventy years.
No person shall be appointed as an independent director of the company unless he/shemeets the criteria of independence as specified in the companies Act 2013 and ListingRegulations.
Limits on Directorship
No person shall be appointed a as whole-time director/independent director of thecompany unless such directorship is with the limits prescribed by law in this behalf.
Limits on committee membership
The number of Chairmanship of membership of committees held by a person shall be withinthe limits prescribed by law in this behalf in order to be considered for appointment as awhole- time director/ independent director of the company.
B. Term of office Whole-time Director
I. The whole-time director(s) of the company shall be appointed for a term notexceeding five years at a time.
II. The whole-time director(s) shall be eligible for re-appointment for further termsnot exceeding five years at a time subject to the approval of members of the company.
III. No such-re-appointment shall be made earlier than one year before the expiry ofthe current term.
i. An independent Director shall hold office for term up to 5 consecutive years on theboard of directors of the company.
ii. An independent director shall be eligible for re-appointment for another terms upto five consecutive years on passing of a special resolution in this regard by the membersof the company
iii. No independent director shall hold office for more than two consecutive terms andindependent director shall be eligible for re- appointment after the expiry of three yearsof ceasing to be and independent director where he/she has served for two consecutiveterms.
Key Managerial personnel and senior management
i. The term of office of Key Managerial Personnel and Senior Management of the Companyshall be in accordance with the prevailing Human resource policy of the company.
C. Removal of Director Key Managerial Personnel and Senior Management of the Company.
The committee shall recommend to the Board of Directors the removal from office of anyDirector Key Managerial Personnel and /or Senior Management Personnel of the company
i. Whenever a Director Key Managerial Personnel and /or Senior Management Personnel ofthe company incurs any disqualification specified under any applicable law which renderstheir position untenable.
ii. Whenever a Director Key Managerial Personnel and /or Senior Management personnelof the company is found guilty of violating the code of conduct the code of conduct forprevention of Insider trading of the company and/or such other policy as may be decide bythe committee
iii. Whenever a Director Key Managerial Personnel and /or Senior Management of thecompany acts in manner which is manifestly against the interest of the company. In case ofany proceedings under this sub-clause the concerned direct key managerial personnel and/or senior management of the company shall be given an opportunity of being heard by thecommittee.
i. The performance evaluation of each director will be carried out by the committee inthe first instance; it shall place its recommendations before the board of director.
ii. The performance evaluation of independent directors shall be done by the entireboard of directors (excluding the director being evaluated). It shall take intoconsideration the views of the committee.
iii. The independent directors shall review the performance of non-independentdirectors and the board as a whole. The independent Directors shall take intoconsideration the views of the committee.
iv. The Independent directors shall review the performance of the chairperson of thecompany. Taking into account the views of the committee the executive directors and nonexecutive directors.
The independent directors of the company are experts in their respective field theybring with them specialized skill. Vast knowledge and a wide diversity of experience andperspectives in view of their significant expertise the Independent directors mayrecommended the mechanism for evaluation the performance of the board as a whole as wellas individual directors.
In lieu of such recommendation the criteria for performance evaluation laid down belowmay be considered. However the below mentioned criteria is only suggestive and theboard/directors may consider such other criteria as they may deem necessary for effectiveevaluation of performance.
Board of Directors
i. Establishment of distinct performance objectives and comparison of performanceagainst such objective.
ii. Contribution of Board to the development of strategy
iii. Contribution of the Board in developing and ensuring robust and effective riskmanagement system.
iv. Response of the board to problems or crises that have emerged.
v. Suitability of matters being reserved for the board under the listing agreement.
vi. Relationship between the board and its main committees and between the committeesthemselves.
vii. Communication of the board with the management team key managerial personnel andother employees.
viii. Knowledge of latest developments in the regulatory environment and the market.
ix. Appropriateness quality and timeliness of flow of information to the board.
x. Adequacy and quality of feedback by the board to management on it requirements
xi. Adequacy of frequency and length of board and committee meetings.
xii. Appropriate mix of knowledge and skills in the composition of the board and itscommittees.
Committees of the Board of Directors
i. Suitability of matters being reserved for the committee(s)
ii. Communication of the Committee(s) with the management team key managerialpersonnel and other employees.
iii. Appropriateness quality and timeliness of flow of information to the committee(s)
iv. Adequacy and quality of feedback by the committee(s) to management on itsrequirements. v. Adequacy of frequency and length of the committee meetings.
vi. Appropriate mix of knowledge and skills in the composition of the committees.
i. Level of preparedness for the meetings of the board and committees.
ii. Willingness to devote time and effort to understand the company and its business.
iii. Quality and value of their contributions at Board and committees meetings. iv.Contribution of their knowledge and experience to the development of strategy of thecompany.
v. Effectiveness and pro-activeness in recording and following up their areas ofconcern.
vi. Relationship with fellow board members key managerial personnel and seniormanagement. vii. Knowledge and understanding of the Board and committees
viii. Attendance at the meetings of the board and committees of which the independentdirector is a member.
i. Contribution of the whole-time director in achieving the business plan of thecompany
ii. Contribution of whole-time Director in the development of new business idea orverticals
iii. Contribution of whole-time director towards in implementing the strategy set bythe Board of Directors of the company.
iv. Contribution of whole-time director towards the top line and /or bottom line of thecompany where such contribution is capable of measurement.
v. Knowledge and understanding of current industry and market conditions.
vi. Contribution of whole-time Director in identifying understanding and mitigationthe risks faced by the company.
vii. Contribution of whole-time director in identifying and exploiting new businessopportunities for the company.
viii. Level of preparedness for the meetings of the Board and committees.
ix. Attendance at the meetings of the board and committees of which such whole-timedirector is member.
Policy relating to the Remuneration of Directors Key Managerial Personnel and seniormanagement.
A. Remuneration Criteria
The guiding principle while determining the level and composition of remuneration isthe competitiveness required to attract retain and motivate competent personnel whiledeciding the remuneration of Directors Key managerial personnel and senior managementthe following factors shall be taken into consideration:
a. Availability of talented skilled and experienced professionals.
b. Industry standards
c. Profitability of the company and growth prospects
B. Payment of Remuneration
i. The committee shall recommend the payment of remuneration (including any revisionthereof) to the Directors of the company including the independent directors which shallbe subject to the approval of the board of directors it shall also be approved by theshareholders of the company and /or central government wherever required.
ii. The remuneration of key Managerial Personnel and Senior Management Personnel shallbe determined by the company in accordance with the prevailing HR policy of the company.
C. Remuneration of Whole-Team directors Key managerial personnel and SeniorManagement.
Each whole-time Director Key managerial Personnel and senior management personnelshall be paid a monthly remuneration. The monthly remuneration of whole-time directors asrecommended by the committee shall be approved by the Board of Directors and also by theshareholder of the company if