We have pleasure in presenting the Twenty Ninth Annual Report on the
business and operations of the Company together with the audited results for the financial
year ended March 31, 2022.
Financial Overview
Your Company s performance during the year as compared with that of
during the previous year is summarized below:
| Particulars |
2021-22 |
2020-21 |
| Revenue from operation |
4488.82 |
4216.83 |
| other income |
60.54 |
100.50 |
| Total Income |
4549.36 |
4317.33 |
| operating expenditure |
3985.64 |
3638.51 |
| Profit Before Depreciation Interest and Tax |
563,73 |
678.82 |
| Less: Interest & Finance Charges |
254.76 |
262.88 |
| Profit before Depreciation and Tax |
308.96 |
472.11 |
| Less: Provision for Depreciation |
56.25 |
73.56 |
| Profit before Tax |
252.71 |
342.38 |
| Less : Provision for Tax |
46.01 |
67.32 |
| Deferred Tax (Liability) |
(1.44) |
(9.24) |
| Net Profit after Tax |
208.14 |
284.30 |
| Add: Balance in Profit & Loss Account as per last |
5180.15 |
4895.85 |
| Less: Profit Transferred to General Reserves |
- |
- |
| Proposed / Interim Dividend |
- |
- |
| Corporate Social Responsibility |
- |
- |
| Dividend Tax |
- |
- |
| Balance carried forwards to Balance Sheet |
5388.30 |
5180.15 |
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, 2022 stood at Rs 4549.36 (Rs in
Lakhs) as against Rs. 4317.33 (Rs in Lakhs)- in the previous year. After providing for
depreciation and amortization of Rs.56.25 (Rs in Lakhs) as against Rs.73.56 /(Rs in
Lakhs)- in the previous year respectively, the net profit of the Company for the year
under review was placed at Rs208.14 (Rs in Lakhs) as against Rs. 284.30 (Rs in Lakhs) - in
the previous year.
Transfer to Reserves
An amount of NIL is transferred out of current year profit to General
Reserve.
DIVIDEND FOR THE YEAR 2021-22
The company has not declared dividend for the financial year 2021-22
C. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
No change in Directors has occurred during the financial year.
Mr. S.M. Mohsin (DIN No. 01646906) who retires by rotation at the
ensuing Annual General Meeting and being eligible , offers himself for reappointment.
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 company s 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.
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 and qualified the proficiency
test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules
, 2014
C Meetings
During the year under review, the Board of Directors met 11 Times on
the following dates. 15-04-2021, 09-06-2021, 29-06-2021, 09-07- 2021, 026-07-2021,
13-08-2021, 04-09-2021, 04-11-2021,13-11-2021, 27-12-2021,09-02-2022 In accordance with
the provision of the Companies act, 2013, a separate meeting of the Independent Directors
of the Company was held on 09/ 02/2022.
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
Company s Internal Financial Controls were adequate and effective during the financial
year 2020-21
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
4. Ms. Shifali Kawatra ( Independent 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
The Statutory auditors M/s RVKS and Associates holds office till the
conclusion of the 29 Annual General Meeting , and have expressed their willingness to be
re-appointed .
The Board of Directors , at its meeting held on 12 August 2022 , on the
recommendation of the Audit Committee , has after considering the independence ,
experience and quality of Audit reports recommends the re-appointment of M/s RVKS and
Associates as the Statutory Auditors of the company, to the members at the ensuing Annual
General Meeting for a second term of Five Consecutive years from the conclusion of the 29th
AGM till the conclusion of 34th AGM to be held in the year 2027 A resolution
seeking approval of the re-appointment of M/s RVKS and Associates (Firm registration No.
008572S), as Statutory auditors of the company, forms part of the Notice convening the
ensuing Annual general Meeting The Statutory auditors expressed an unmodified opinion in
the audit report for the financial year ended 31 March 2022 . 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, 2022 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 is no qualification or adverse remarks in the
Secretarial Audit Report for the year , which required any explanation from the Board of
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 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
2014- 15 The Company has intimated by mail and 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 as currently amended , the amended policy is available on the
website of the company
. For the financial year 2021-22 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 2013-14 which were lying unclaimed with the company was
transferred to the investor education and protection fund during the financial year
2020-21 The Unpaid dividend may be claimed by the members by making 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 2014-15 the dividend
remaining unpaid would stand transferred to the IEPF Authority . Shareholders have been
intimated through letter sent by mail requesting them to make a claim with the company
prior to the transfer. Members are requested to refer to the procedure for making a claim
with the IEPF Authority for dividends already transferred , 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,
2022 the company has and organizational strength of 45 in number.
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 2020-21 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 so titled is presented in a separate section of
the annual report
H. Extract of Annual Return
In accordance with section 92(3) of the Companies Act 2013 read with
Rule 12 of the Companies (Management and Administration ) rules 2014 the extract of the
annual Return in form MGT 9 is available under the link www.alpinehousing .com .
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 2021-22 are detailed
in Notes to Accounts of the Financial Statements. During the year there were no contracts
or arrangements entered with related parties as referred to in the criteria of section 188
(1) of the companies act 2013.
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 company s website (www.alpinehousing.com) on regular basis.
Acknowledgements
The Directors would like to place on record their sincere appreciation
to the company s 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/- |
| S.A Kabeer |
S A Rasheed |
| Managing Director |
Jt. Managing Director |
| DIN-01664782 |
DIN-01646948 |
| Date : 29.08.2022 |
|
| Place : Bangalore |
|
|