Alpine Housing Development Corporation Ltd

We have pleasure in presenting the Thirty first Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2024.

Financial Overview

Your Company's performance during the year as compared with that of during the previous year is summarized below:

Rs. in Lakhs

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 31,2024 stood at Rs 5755.95 (Rs in Lakhs) as against Rs. 4880.25 (Rs in Lakhs)- in the previous year. After providing for depreciation and amortization ofRs.96.11 (Rs in Lakhs) as against Rs.75.15 /(Rs in Lakhs)- in the previous year respectively, the net profit of the Company for the year under review was placed at Rs. 343.28 (Rs in Lakhs) as against Rs. 237.53 (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 2023-24

Your Directors have recommended a dividend of ?0.50 (5%) per equity share of ?10 each. The payment of dividend is subject to the approval of the shareholders at the 31 st Annual General Meeting The record date for the payment is 21 st September 2024 Pursuant to the provisions of the Income Tax Act 1961, Dividend paid or distributed by the company shall be taxable in the hands of the shareholders Accordingly the company shall make the payment of dividend after deduction of Tax at source.

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.

Mr. Syed Abdul Kabeer (DIN 001664782) Chairman and Managing Director and Mr. Syed Abdul Rasheed (DIN 01646948) Joint Managing Director are proposed for re-appointment for a term of 5 years at the 31 st Annual General 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 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 Regulation25 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 9 times on the following dates. 27-04-2023 10-05-2023, 29-05-2023 , 11 -08- 2023, 2-09-2023, 10-11-2023, 2-01-2024, 13-02-2024, 28-03-2024 In accordance with the provision of the Companies act, 2013, a separate meeting of the Independent Directors of the Company was held on 13/ 02/2024

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 and the 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 2023-24

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 arc 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 Rajasekaran Mahadevan ( Independent Director ) - Member

3. Mr S.A. Kabecr( 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 auditor M/s RVKS and Associates, expressed an unmodified opinion in the audit report for the financial year ended 31 March 2024 . There is no qualification or adverse remarks in the statutory Auditors' Report for the year , which required any explanation from the Board of Directors.

G Secretarial Audit Secretarial Audit

The Secretarial Audit Report for the year ended March 31, 2024 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.

The Secretarial Audit has observed and verified that the company is unable to upload the Investor details on 1EPF 1 on transfer of Dividends, and file 1 EPF 4 on transfer of shares Addressed by Directors:

Pursuant to the provisions of Section 124 of the Companies act 2013 read with the IEPF( Accounting Audit Transfer and Refund) rules 2016, as amended. The shares on which dividend remains unpaid or unclaimed for a period of 7 consecutive years or more has been transferred for 2013- 14, 2014-15, 2015-16. The related dividends have also been transferred. The upload of the Investor details for the dividends and Shares transferred is not possible as an message appears on error in Login 1D and Password. This makes addressing the dividends and shares for refund not possible.

The company has made numerous representations to the IEPF Authority and the MCA on this issue since shareholders are unable to obtain the refund. Company representative in New Delhi has also made direct representations to IEPF Authority. The issue is yet to be resolved by the IEPF authority. The company has not received any reply so far.

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 a 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 2016- 17 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 arc 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.alpinchousing.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 2023-24 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. Transferto Investor Education and Protection Fund

In compliance of Section 125 of the Companies Act 2013. The dividends pertaining to the financial year 2015-16 which were lying unclaimed with the company was transferred to the investor education and protection fond during the financial year 2022-23 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.alpinchousing.com.

For the year 2016-17 the dividend remaining unpaid would stand transferred to the IEPF Authority . Shareholders haveben 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 fond 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, 2024 the company has and organizational strength of 55 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 partof 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 ofthe Company for the financial year 2023-24 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 2023-24 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 remunerationexceeding the limit prescribed under section 134 of the companies act, 2013 read with rule 5 of the companies ( Appointmentand 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 Associatesor 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.