Alpine Housing Development Corporation Ltd Directors Report.
Dear Member (s)
We have pleasure in presenting the Twenty Sixth Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2019.
Your Companys performance during the year as compared with that of during the previous year is summarized below:
Rs. in Lakhs
|Revenue from operation||3096.3||3026.77|
|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|
|Balance carried forwards to Balance Sheet||4566.35||4270.40|
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
3. Concrete Sleeper
B. FINANCIAL OVERVIEW
Revenue for Financial Year March 31, 2019 stood at Rs 3219.19 (Rs in Lakhs) as against Rs. 3166.70 (Rs in Lakhs)- in the previous year. After providing for depreciation and amortization of Rs.79.83 (Rs in Lakhs) as against Rs.71.38 /(Rs in Lakhs)- in the previous year respectively, the net profit of the Company for the year under 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 General Reserve.
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 the recommendation 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 period of 5 (Five) years from the end of the period of expiry from 01-12-2019 to 30-11-2024 and the remuneration to be paid for the term, upon terms and conditions as set out in the Explanatory 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 the recommendation 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 a further period of 5 years commencing 01-03-2020 to 28-02-2025, and the remuneration to be paid for the term, upon terms and conditions as set out in the Explanatory statement annexed 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 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 and Declaration from Independent Director
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 Regulation 17 of SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013 Regulation.
The Company has received necessary declarations 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
During the year under review, the Board of Directors met 9 Times on the following dates. 29-05-2018, 13-08-2018, 01-09-2018, 27-09-2018, 13-10-2018, 13-11-2018, 28-01-2019, 12-02-2019, 28-03-2019.
In accordance with the provision of the Companies act, 2013, a separate meeting of the Independent 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 aligned with the requirements of SEBI (LODR) Regulations 2015 and the Companies Act, 2013.The Committees were reconstituted during the year, details are stated under relevant committees.
A detailed note on the committees of the Board of Directors are given in the Corporate Governance 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 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
E. Directors responsibility Statement
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 the Board is of the opinion that the Companys Internal Financial 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 Act, 2013, 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 had been followed along with proper explanation relating to material departures;
b) 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.
c) 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
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 and such internal financial controls are adequate and were operating effectively.
f) 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 was reconstituted during the year 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 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
The Secretarial Audit Report for the year ended March 31, 2019 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 Cost Audit.
Company has not transferred the unclaimed Dividend amounts shares to IEPF Fund as per provision of Companies Act 2013 and IEPF Rules 2016 and now it is in process to Transfer the aforesaid shares to IEPF Funds as required for the provision of Companies Act 2013 and IEPF Rules 2016.
Addressed by Directors
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 / transferred 648340 Equity shares of the face value of Rs 10 each to the IEPF Authority during the Financial year 2018-19
The Corporate action for demat with NSDL and CDSL is complete along with transfer of shares in physical form, by duplicate shares to demat account is instituted
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 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)
E. Internal Financial Controls
There are adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness 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 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. As the amount currently held was insufficient an CSR allocation ahead is awaited to complete the programme.
For the financial year 2018-19 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.
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. Dividend of Rs. 263328/- pertaining to the year 2009-10 which remained unpaid or unclaimed was transferred to the IEPF Authority and members intimated 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
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
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. 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.
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 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 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 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 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, 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 2018-19 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.
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|
|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 Senior Management
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 a recognized and relevant field, educational qualification over and above the bachelors degree though not mandatory shall be preferable. However, the requirement of minimum educational qualification can be waived if the candidate showcases exceptional knowledge, talent, 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 respective filed(s), between two candidates possessing same/similar educational qualification, the person with more experience will ordinarily be preferred, Experience in diverse fields will 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 for appointment 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 director of 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/she meets the criteria of independence as specified in the companies Act, 2013 and Listing Regulations.
Limits on Directorship
No person shall be appointed a as whole-time director/independent director of the company 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 within the limits prescribed by law in this behalf in order to be considered for appointment as a whole- 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 not exceeding five years at a time.
II. The whole-time director(s) shall be eligible for re-appointment for further terms not 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 of the current term.
i. An independent Director shall hold office for term up to 5 consecutive years on the board of directors of the company.
ii. An independent director shall be eligible for re-appointment for another terms up to five consecutive years on passing of a special resolution in this regard by the members of the company
iii. No independent director shall hold office for more than two consecutive terms, and independent director shall be eligible for re- appointment after the expiry of three years of ceasing to be and independent director where he/she has served for two consecutive terms.
Key Managerial personnel and senior management
i. The term of office of Key Managerial Personnel and Senior Management of the Company shall 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 any Director, Key Managerial Personnel and /or Senior Management Personnel of the company
i. Whenever a Director, Key Managerial Personnel and /or Senior Management Personnel of the company incurs any disqualification specified under any applicable law which renders their position untenable.
ii. Whenever a Director, Key Managerial Personnel and /or Senior Management personnel of the company is found guilty of violating the code of conduct, the code of conduct for prevention of Insider trading of the company and/or such other policy as may be decide by the committee
iii. Whenever a Director, Key Managerial Personnel and /or Senior Management of the company acts in manner which is manifestly against the interest of the company. In case of any 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 the committee.
i. The performance evaluation of each director will be carried out by the committee in the first instance; it shall place its recommendations before the board of director.
ii. The performance evaluation of independent directors shall be done by the entire board of directors (excluding the director being evaluated). It shall take into consideration the views of the committee.
iii. The independent directors shall review the performance of non-independent directors and the board as a whole. The independent Directors shall take into consideration the views of the committee.
iv. The Independent directors shall review the performance of the chairperson of the company. Taking into account the views of the committee, the executive directors and non executive directors.
The independent directors of the company are experts in their respective field, they bring with them specialized skill. Vast knowledge and a wide diversity of experience and perspectives, in view of their significant expertise, the Independent directors may recommended the mechanism for evaluation the performance of the board as a whole as well as individual directors.
In lieu of such recommendation, the criteria for performance evaluation laid down below may be considered. However, the below mentioned criteria is only suggestive and the board/directors may consider such other criteria as they may deem necessary for effective evaluation of performance.
Board of Directors
i. Establishment of distinct performance objectives and comparison of performance against such objective.
ii. Contribution of Board to the development of strategy
iii. Contribution of the Board in developing and ensuring robust and effective risk management 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 committees themselves.
vii. Communication of the board with the management team, key managerial personnel and other 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 its committees.
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 managerial personnel 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 its requirements. 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 the company.
v. Effectiveness and pro-activeness in recording and following up their areas of concern.
vi. Relationship with fellow board members, key managerial personnel and senior management. vii. Knowledge and understanding of the Board and committees
viii. Attendance at the meetings of the board and committees of which the independent director is a member.
i. Contribution of the whole-time director in achieving the business plan of the company
ii. Contribution of whole-time Director in the development of new business idea or verticals
iii. Contribution of whole-time director towards in implementing the strategy set by the Board of Directors of the company.
iv. Contribution of whole-time director towards the top line and /or bottom line of the company 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 mitigation the risks faced by the company.
vii. Contribution of whole-time director in identifying and exploiting new business opportunities 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-time director is member.
Policy relating to the Remuneration of Directors, Key Managerial Personnel and senior management.
A. Remuneration Criteria
The guiding principle while determining the level and composition of remuneration is the competitiveness required to attract, retain and motivate competent personnel, while deciding the remuneration of Directors, Key managerial personnel and senior management, the 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 revision thereof) to the Directors of the company including the independent directors which shall be subject to the approval of the board of directors, it shall also be approved by the shareholders of the company and /or central government, wherever required.
ii. The remuneration of key Managerial Personnel and Senior Management Personnel shall be determined by the company in accordance with the prevailing HR policy of the company.
C. Remuneration of Whole-Team directors, Key managerial personnel and Senior Management.
Each whole-time Director, Key managerial Personnel and senior management personnel shall be paid a monthly remuneration. The monthly remuneration of whole-time directors as recommended by the committee shall be approved by the Board of Directors and also by the shareholder of the company if