Alpine Housing Development Corporation Ltd Directors Report.

We have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2020.

Financial Overview

Your Companys performance during the year as compared with that of during the previous year is summarized below:

Rs. in Lakhs

Particulars 2019-20 2018-19
Revenue from operation 4056.4 3096.3
other income 151.63 122.89
Total Income 4208.03 3219.19
operating expenditure 3464.66 2519.32
Profit Before Depreciation Interest and Tax 743.37 699.87
Less: Interest & Finance Charges 271.26 243.88
Profit before Depreciation and Tax 472.11 455.99
Less: Provision for Depreciation 84.9 79.83
Profit before Tax 392.87 376.16
Less : Provision for Tax 65.58 80.51
Deferred Tax (Liability) -7.86 -0.30
Net Profit after Tax 329.49 295.95
Add: Balance in Profit & Loss Account as per last 4566.35 4270.40
Less: Profit Transferred to General Reserves -
Proposed / Interim Dividend -
Corporate Social Responsibility NIL
Dividend Tax -
Balance carried forwards to Balance Sheet 4895.84 4566.35

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which 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 on BSE Limited. The Authorised Share Capital of the Company is Rs.18,00,00,000 (Rupees Eighteen crores only) divided into 1,80,00,000( One Crore Eighty lakh) Equity shares of Rs. 10/ - (Rupees Ten Only) each. The issued, subscribed and paid-up capital of the Company is Rs.17,32,18,980 ( Rupees Seventeen Crore Thirty two Lakhs Eighteen Thousand Nine hundred eighty only) divided into 1,73,21,898 (One Crore Seventy three Lakhs Twenty one Thousand Eight hundred and ninety eight Only) equity shares of Rs 10 each.

The Operations of the company can be categorized into following sectors: 1. Construction and development of residential projects and commercial projects 2. Alloys.

3. Concrete Sleeper

B. FINANCIAL OVERVIEW Standalone

Revenue for Financial Year March 31, 2020 stood at Rs 4208.03 (Rs in Lakhs) as against Rs. 3219.19 (Rs in Lakhs)- in the previous year. After providing for depreciation and amortization of Rs.84.9 (Rs in Lakhs) as against Rs.79.83 /(Rs in Lakhs)- in the previous year respectively, the net profit of the Company for the year under review was placed at Rs. 329.49 (Rs in Lakhs) as against Rs. 295.95 (Rs in Lakhs) - in the previous year.

Transfer to Reserves

An amount of NIL is transferred out of current year profit in to General Reserve. DIVIDEND FOR THE YEAR 2019-20 The company has not declared dividend for the financial year 2019-20.

C. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and cessation

Pursuant to the provisions of Section 149,150 152 and other applicable provisions of the Companies Act, 2013 read with Scheduled IV and all other applicable provisions of the companies ( Appointment and Qualification of Directors) Rules, 2014 ( including statutory modification(s) or re-enactment thereof for the time being in force and Regulation 16 & 17 of the Listing Regulations, At the Board meeting on 02 September, 2020,based on the recommendations of the NRC , Ms. Shifali Kawatra ( DIN: 08839331) , was appointed as Additional Director in the capacity of non-Executive Independent Director with effect from 02 September 2020, The Board of Directors recommend to the members the appointment of Ms. Shifali Kawatra as a Non-Executive Independent Director of the Company for a term of five years commencing from 02 September 2020.

Pursuant to the provisions of Section 149,152 & 161 and other applicable provisions of the Companies Act, 2013 read with Scheduled IV and all other applicable provisions of the companies ( Appointment and Qualification of Directors) Rules, 2014 ( including statutory modification(s) or re-enactment thereof for the time being in force and Regulation 16 & 17 of the Listing Regulations. At the Board meeting on 02 September 2020, based on the recommendations of the NRC The Board decided on the reappointment for a second term of Mr Sreenivasulu Palle ( DIN: 02508483 ), who was independent Director of the company, whose term of office at the end of five years expires on 25 September 2020.Based on his valued contribution to the effective working of the company, The Board of Directors recommend to the members the re-appointment of Mr. Sreenivasulu Palle as an non executive Independent director of the company, to hold office for a second term, for a period of five years commencing from 25 September 2020.

During the year Mrs Sumathi Doraiswamy, Independent Director of the company , appointed on 29 September 2016 , tendered her resignation effective 17 February 2020 as Independent Director of the company due to personal unavoidable circumstances.

Significant or Material Orders passed by Regulators / Courts

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Board of Directors and its Committees

A. Composition of the Board of Directors

As on date, the Board of Directors of the Company comprises eight directors of which Four are Non- Executive Independent Directors. The composition of the Board of Directors is in Compliance with Regulation 17 of SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013 Regulation.

B Declaration by Independent Directors

The Company has received declaration of Independence as required under section 149(7) from the Independent Director Stating that they meet the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications , experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services, Infrastructure and real estate industry and they hold the highest standards of Integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules , 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs . One Independent Director has qualified the proficiency test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules , 2014, The remaining Independent Directors will be completing the proficiency test within the specified period of 1 Year.

C. Meetings

During the year under review, the Board of Directors met 9 Times on the following dates. 29-05-2019, 31-05-2019, 09-08-2019, 30-08-2019, 20-09-2019, 13-11-2019, 06-12-2019, 13-02-2020, 28-02-2020, In accordance with the provision of the Companies act, 2013, a separate meeting of the Independent Directors of the Company was held on 28/02/2020.

D. 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 aligned with the requirements of SEBI (LODR) Regulations 2015 and the Companies Act, 2013. detailed note on the committees of the Board of Directors are given in the Corporate Governance Report forming part of the Annual Report.

E. Performance Evaluation

Pursuant to the provisions of Section 134 (3) (p) read with Articles VII and VIII of Schedule IV of the Companies Act, 2013, the Board undertook an evaluation of itself and its committees. The Board, assessed the performance and the potential of each of the independent directors with a view to maximizing their contribution to the Board. As contemplated by the Act, the independent directors at a meeting conducted a review of the performance of the Chairman after taking into account the views of the non-executive members of the Board. At the same meeting, 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 and the relevant provisions of the Regulation 17 of SEBI (LODR) Regulations, 2015 and is aimed at improving the performance of the Board, its committees and its members

F. Internal Audit and Internal Financial Control System

The internal Audit is conducted by an Independent firm of outside auditors . It is aimed at effective functioning at all levels. The audit focus was on procedures and processes reflecting sound internal controls and best practices observed.

Based on the framework of internal financial controls and compliance systems established and maintained by the company work performed by the Statutory Auditors , Secretarial Auditors, including the audit of the Internal Financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management including Audit Committee and tested by the Auditors on Sample basis. The Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the financial year 2019-20

G. Directors Responsibility Statement

In terms of the requirements of Section 134(3) ( c) and 134(5) of the Companies Act, 2013, the Board of Directors , to the best of their knowledge and ability confirm that

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. proper and sufficient care has been taken 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

4. the annual accounts has been prepared on a going concern basis, 5. internal financial controls to be followed by the company has been laid down and such internal financial controls are adequate and were operating effectively.

6. proper systems have been devised to ensure compliance with the provisions of all applicable 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 with the requirements mandated under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015. The Audit Committee 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 were duly considered and accepted by the Board of Directors, There were no instances of non-acceptance of such recommendations.

B. Statutory Auditors

In view of the provisions of the Companies (Amendment ) Act 2017 The requirement related to ratification of appointment of auditors by members at every annual general meeting has been omitted There is no qualification or adverse remarks in the statutory Auditors Report for the year , which required any explanation from the Board of Directors.

C. Secretarial Audit

Secretarial Audit

The Secretarial Audit Report for the year ended March 31, 2020 issued by Mr. Ashok Kumar Tripathy, Practicing Company Secretary in accordance with the provisions of Section 204 of the Companies Act, 2013 is provided separately in the Annual Report .

Transfer of shares to IEPF

Pursuant to the provisions of section 124 of the Companys Act 2013 read with the IEPF ( Accounting Audit Transfer and Refund ) Rules 2016 as amended , all the shares on which the dividend 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 the Ministry of Corporate Affairs . Accordingly the company has/ Instituted the process to transfer Equity shares pertaining to unpaid dividend for the Financial year 2012-13 The Company has intimated by Notice , all members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisements in this regard . The details of such Dividend /Shares to be transferred to the IEPF are uploaded on the website of the Company at www.alpinehousing.com

Claim from IEPF Authority

Members /Claimants whose shares , unclaimed dividend have been transferred to the IEPF Demat Account or the fund, may claim the shares or apply for the refund by making an application 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 . The Member / Claimants can file only one consolidated claim in a financial year as per the IEPF Rules. No claim shall lie against the Company in respect of the dividend/ share so transferred. The procedure to be followed by the shareholder for making such a claim is available 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 and Audit) Rules 2014. ( as amended up to 15 July 2016)

Policy Matters

A. Nomination and Remuneration Policy

The Nomination, Remuneration and Governance Committee of the Board of Directors has formulated a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and senior management personnel of the Company. The Nomination and Remuneration Policy is available on the website of the Company at www.alpinehousing.com. and relevant extracts from the Policy are reproduced in Annexure A to this report.

B. Vigil Mechanism

The company has established a vigil mechanism to promote ethical behavior in all its business activities and has in place a mechanism for employees to report any genuine grievances, illegal, unethical report any genuine grievances, illegal, unethical behaviors, suspected fraud, violation of laws, rules and regulation or conduct to the chief vigilance officer and the audit committee of the Board of Directors. The policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. The policy is available on the website of the company at www.alpinehousing.com

C. Corporate Social Responsibility

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the website of the Company at www.alpinehousing.com. This policy is applicable for the company from FY 2016-17 and the provision and activity for Social Responsibility also applies from the FY 2016- 17.

In terms of Section 134 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules 2014 A sum of Rs 6 lakhs was provided in 2015-16 The Committee had initially decided to purchase a fully equipped Ambulance for Medical Assistance. Subsequently the amount was transferred to Alpin e Public School for charitable educational works..

For the financial year 2019-20 the company did not generate threshold limit for CSR allocation

Other Matters A. Debentures

During the year under review, the company has not issued any debentures, as on date, the company does not have any outstanding debenture.

B. Deposits

The Company has not accepted any deposits in terms of chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year under review 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 the financial year 2009-10 which were lying unclaimed with the company was transferred to the investor education and protection fund during the financial year 2017-18. likewise. The Unpaid dividend may be claimed by the members by making an application to the IEPF Authority in Form IEPF -5 The procedure for making such a claim is available on the website of the company at www.alpinehousing.com.

For the year 2012-13 the dividend remaining unpaid would stand transferred to the IEPF Authority .Members are requested to refer to the procedure for making such a claim , available on the website of the company at www.alpinehousing.com.

The details of unclaimed dividend transferred to the investor education and protection fund has been detailed in Corporate Governance report forming part of annual report.

D Human Resources

The Board of Directors express their sincere appreciation to employees at all levels for their dedication and loyalty and continued hard work . As on March 31, 2020 the company has and organizational strength of 60.(approx)

Disclosure under the sexual Harassment of women at workplace (Prevention , Prohibition and Redressal )Act , 2013

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The Company has adopted a policy for the prevention and redressal of sexual harassment at workplace During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

E Corporate Governance

A detailed report on corporate governance and a certificate from. Mr. Ashok Kumar Tripathy, practicing Company Secretary affirming compliance with the various conditions of Corporate 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, a declaration signed by the Chairman and Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2019-20 forms part of the Corporate Governance Report.

G. Management discussion and Analysis Report

In accordance with the requirements of the Listing Agreement, the management discussion and 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 and Administration) Rules, 2014 the extract of the Annual Return of the Company for the financial year 2019-20 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, guarantees and investments given by the company under section 186 of the companies act, 2013 is detailed in Notes to accounts of the financial statements .

J. Related party transactions

During the year, the company has not entered into any contract/arrangement/transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of directors. The related party transactions undertaken during the financial year 2019-20 are detailed in Notes to Accounts of the Financial Statements.

K. Conservation of Energy, Technology absorption and Foreign exchange earnings and outgo

In terms of section 134 of the Companies Act, 2013 read with Rules 8(3) of the companies (account) rules, 2014, the particulars of conservation of energy, technology absorption, and foreign exchange earnings and outgo are set out in Annexure D to this report.

L. Remuneration Details of Directors, Key Managerial Personnel and employees

The details of remuneration of directors, key managerial personnel and the statement of employees in receipt of remuneration exceeding the limit prescribed under section 134 of the companies act, 2013 read with rule 5 of the companies ( Appointment and remuneration of managerial Personnel ) Rules,2014 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 the company does not have Associates or Joint Venture Companies.

N. Additional Information to shareholders

All important and pertinent investor information such as financial results, investor presentations, new launches and project updates are made available on the companys website (www.alpinehousing.com) on regular basis.

Acknowledgements

The Directors would like to place on record their sincere appreciation to the companys customers, vendor, and bankers for their continued support to the company during the year, The Director also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the government of India, the state governments and other government agencies for their assistance and co-operation and look forward to their continue support in future , Finally the Board would like to express its gratitude to the members for their continued trust, cooperation and support.

By Order of Board

For Alpine Housing Development Corporation Limited

sd/- sd/-
Date: 02.09.2020 S.A Kabeer S A Rasheed
Place : Bangalore Managing Director Jt. Managing Direcor
DIN-01664782 DIN-01646948