DIRECTORS' REPORT Dear Member(s), Your Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the company together with the Audited results for the year ended 31st March 2015. Business and Operations A. Business Overview Alpine Housing Development Corporation Limited is a public limited company listed on Bombay Stock Exchange Limited. The authorized share capital of the Company is Rs 6,50,00,000 divided into 65,00,000 Equity Shares of Rs 10 each. The issued, subscribed and paid-up capital of the Company is Rs 6,49,65,000 divided into 64,96,500 equity shares of Rs 10 each. During the year under review, there was no change in the capital structure of the company. The Operations of the company can be categorized into Following Sectors: £ Construction and development of residential and commercial projects £ Alloys £ Concrete Sleeper B. Financial Overview Standalone During the financial year 2014-15, the company has on a standalone basis, registered total revenues of Rs 17,69,52,817 as compared to Previous year is Rs.40,51,37,464. The Profit before Tax and Profit after Tax have Rs. 1,53,66,266 and Rs.1,43,65,084 as compared to Previous year is Rs.1,70,48,117 and Rs.1,48,70,631 accordingly Dividend: Board of Directors has please to recommend a dividend of Re 1 per equity shares i.e (10%) for this financial year for approval of members. Bonus Issue Board of Directors has please to recommend a Bonus of 1:1 (one:One) for this financial year for approval of members. Transfer to Reserves We have transferred Rs 5 Lacs amount from current profit to General Reserve . An amount of 60.39 lacs is proposed to be retained in the Profit & Loss Account. C. Operational Overview During the year under review Mr. Shaik Mohammed Osman was appointed as an Chief Financial Officer with effect from May 30, 2014. During the year under review Mr. Ashok Kumar Tripathy resigned from the Position of Company Secretary cum compliance officer of the Company on November 08, 2014 And Mr Suraj Kumar Sahu was appointed as Company Secretary Cum compliance officer of the company, with effect from November 14, 2014 During the year under review, Mr. Sreenivasulu Palle ( DIN - 02508483) was appointed as an Additional Director in the capacity of a Non-Executive Independent Director for a consecutive term of 3 years with effect from 13th February,2015. During the Year under review Mr. S.A.Kabeer Managing Director of the Company, Reappointed as Managing Director for a period of Five years w.e.f. from December 01, 2014 to November 30, 2019, and Mr. Syed Abdul Rasheed who was working as whole time Director, appointed as Joint Managing Director for a period of Five years of the Company w.e.f. March 01, 2015 to February 29, 2020. 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 Clause 49 of the Listing Agreement and Section 149 of the Companies Act, 2013 The Company has received necessary declarations from the Independent Director Stating that they meet the criteria of Independence as specified in Section149(6) of the Companies Act, 2013 And Clause 49 of the Listing Agreement. B. Meetings During the year under review, the Board of Directors met 8 Times on the following dates k 30.05.2014,25.07.2014,14.08.2014,01.09.2014,05.09.2014,14.11.2014, 20.11.2014, 13.02.2015 In accordance with the provision of the Companies act, 2013, a separate meeting of the Independent Directors of the Company was held on 30.03.2015 C. Appointment of Director In terms of Section 152 of the Companies Act, 2013, Mr. Sreenivasulu Palle ( DIN - 02508483) who was appointed as an Additional Director in the capacity of a Non-Executive Independent Director for a consecutive term of 3 years commencing from February 13, 2015 Holds office up to the ensuing Annual General Meeting. Being Eligible, Mr. Sreenivasulu Palle offers himself for appointment as a Director of the company in the capacity of Non-Executive Independent Director. The Board of Directors based on the recommendation for Nomination & Remuneration Committee and has recommended the appointment of Mr. Sreenivasulu Palle as a Non- Executive Independent Director of the Company. D. Re-appointment of Director Retiring by Rotation In Terms of Section 152 of the companies Act, 2013 Mr. Syed Mohamed Mohsin having DIN -01646906 is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for Re-appointment. The Board of Director based on the Recommendation of Nomination, & Remuneration committee, have recommended the re-appointment of Syed Mohamed 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 and Annexure to the Notice convening the Annual General meeting. Specific information about the nature of their expertise in specific functional areas and the names of the companies in which they hold directorship and membership/Chairmanship of the Board committees, as stipulated under Clause 49 of the Listing Agreement, have also been included. E. Committees Of The Board During the year under review, the terms of reference of Audit Committee, Remuneration & Nomination Committee and Stakeholders Relationship Committee were also aligned with the requirements of Clause 49 of the Listing Agreement and the Companies Act, 2013. A detailed note on the committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report. F. Performance Evaluation Pursuant to the provisions of Section 134(3) (p) read with Article VII and VIII of Schedule IV of the Companies Act, 2013, the Board Undertook and evolution of itself and its committees. The Board, excluding the independent director being Evaluated, also 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 relevant provisions of the Listing Agreement, is aimed at improving of the Listing Agreement, is aimed at improving the performance of the Board, its committees an its members. G. In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby 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) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity; d) The directors had prepared the annual accounts on a going concern basis; e) The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operation effectively. f) The directors had devised proper systems 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 power 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 Clause 49 of the Listing Agreement. The Audit committee comprises of the following members. 1. Mr. K.N. Guha ( Independent Director) -Chairman 2. N.K. Malu ( Independent Dirctor )- Member 3. 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 Directs, There were no instances of non-acceptance of such recommendations. B. Statutory Auditors At the Annual General Meeting of the Company held on September 30 2014, M/s Rao & Venkatesulu (charted Accountant firm) (Firm Registration Number 003108S) was re- appointed as the statutory Aud itor of the Company for a period of 1 year and also Board recommended for Re- appointment M/s Rao & Venkatesulu for the Financial Year 2015-16 of the company in terms of section 139 of the Companies Act, 2013 read with the companies (Audit and Auditors) Rules, 2014. The members may approve the re-appointment of M/s Rao & Venkatesulu as the statutory auditors of the company for the financial year 2015-16. There is no qualification or adverse remarks in the statutory Auditors" Report which required any explanation from the board of Directors. C. Secretarial Audit The Secretarial Audit Report for the year ended March 31, 2015 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. There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors. D. Cost Compliance Report Based on the recommendations of the Audit committee, the Board of Directors have re-appointed M/s. GNV & Associates (Cost Accountants), for the cost Complaince Report of the company for the financial year 2014 2015 and the fees for cost compliance report is to be decided by the board. The Cost Compliance Report for the financial year 2013-14 was filed with the Ministry of Corporated Affaires, New Delhi on October 2014 within the due date rescribed under the companies ( Cost Audit Report) Rules,2011 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. 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 web site of the company at www.alpinehousing.com and relevant extracts from the policy are reproduced in ANNEXTURE 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 Director. 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 <http://alpinehousing.com/policy.html>. 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 C. The Company has not accepted any deposits in terms of chapter V of the Companies Act, 2013 read with the Companies (Accepted of Deposit) Rules 2014 during the year under review. Transfer to Investor Education and Protection Fund In compliance of Section 205C of the companies act, 1956. The dividends pertaining to the financial year 2006-07 which were lying unclaimed with the company was transferred to the investor education and protection fund during the financial year 2014-15. The details of unclaimed dividend transferred to the investor education and protection fund has been detailed in the corporate governance report forming part of the annual report. D. Human Resources Employee relations continue to be cordial and harmonious at all levels and in all divisions of the company. The Board of Director would like to express their sincere appreciation to all the employees for their continued hard work and steadfast dedication. As a part the policy for prevention of Sexual Harassment in the organization, the company has in place an internal complaints committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with sexual Harassment of women at workplace (prevention, prohibition, and redressal) Act, 2013 and relevant rules thereunder, No complaints were received by the committee during the period under review. As on March 31.2015 the company has an organizational strength of 68 Employees. and separate section is providing in Annual Report 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 as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. F. Code of conduct As prescribed under Clause 49 of the Listing agreement, a declaration signed by the Managing Director & Joint Managing Director affirming compliance with the code of conduct by the Directors and senior management personnel of the company for the financial year 2014-15 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 has presented in separate section of the Annual Report. H. Extract of Annual Return In terms of Section 134 of the companies Act, 2013 read with Rules 12(1) of the companies Management and Administration ) Rules, 2014 the extract of the Annual Return of the Company for the financial year 2014-15 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 2014-15 are detailed in Note 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 In terms of Section 134 of the companies Act, 2013 and Rules 8(1) of the companies ( Accounts) rules 2014- No subsidiary company so thses provision are not applicable. K. 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.alpinhousing.com ) on regular basis. Acknowledgements The Directors would like to place on record their sincere appreciation to the company"s customers, vendor, and bakers 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. For and on behalf of the Board of Directors of Alpine Housing Development Corporation Limited SD/- joint Managing Director SD/- Chairman and Managing Director Place : Bangalore Date : 11-08-2015 |