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Directors Report of Alpine Housing Development Corporation Ltd.

Mar 31, 2016

Dear Member(s),

We have pleasure in presenting the Twenty Third Annual Report on the business and operations of the Company together with the audited results for the financial year ended March 31, 2016

Financial Overview

Your Company''s performance during the year as compared with that of during the previous year is summarized below: _ Rs. in Lakhs

Particulars

2015-16

2014-15

Revenue from operation

2400.17

1641..78

other income

130.03

127.75

Total Income

2530.20

1769.53

operating expenditure

1860.79

1451.84

Profit Before Depreciation Interest and Tax

669.41

317.69

Less: Interest & Finance Charges

62.46

54.22

Profit before Depreciation and Tax

606.95

263.47

Less: Provision for Depreciation

83.79

109.8

Profit before Tax

523.16

153.67

Less : Provision for Tax

109.80

31.92

Deferred Tax (Liability)

7.97

(21.91)

Net Profit after Tax

405.39

143.66

Add: Balance in Profit & Loss Account as per last

3426.72

3366.33

Less: Profit Transferred to General Reserves

-

5.00

Proposed / Interim Dividend

77.96

64.97

Corporate Social Responsibility

6.00

-

Dividend Tax

15.87

13.3

Balance carried forwards to Balance Sheet

3732.28

3426.72

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 Authorized Share Capital of the Company is Rs.15,00,00,000 (Rupees Fifteen crores only) divided into 1,50,00,000( One Crore fifty lakh) Equity shares of Rs. 10/- (Rupees Ten Only) each. The issued, subscribed and paid-up capital of the Company is Rs.12,99,30,000 ( Rupees Twelve Crore Ninety-Nine Lakhs Thirty Thousand only) divided into 1,29,93,000 (One Crore Twenty Nine Lakhs Ninety Three Thousand Only) equity shares of Rs 10 each. During the year under review, there was change in the capital structure of the company i.e the Authorized Capital enhanced to Rs 15,00,00,000/-( Fifteen crores only and Paid Up capital Enhanced to Rs 12,99,30,000/-.

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, 2016 stood at Rs 2530.20 (Rs in Lakhs) as against Rs. 1769.53(Rs in Lakhs)- in the previous year. After providing for depreciation and taxation of Rs.83.79 (Rs in Lakhs) as against Rs109.80/(Rs in Lakhs)-in the previous year respectively, the net profit of the Company for the year under review was placed at Rs. 405.39 (Rs in Lakhs) as against Rs. 143.66 (Rs in Lakhs) - in the previous year

Dividend:

The Board of Directors has, recommended a dividend of Re 0.60 per equity share of Rs10/- each subject to the approval of the shareholders in the ensuing Annual General Meeting.

Transfer to Reserves

An amount of 405.38 Lakhs is transferred out of current year profit in to General Reserve.

C. OPERATIONAL OVERVIEW

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Annu Kumari ( DIN- 03076710) resigned from the Post of Non-Executive Independent Director and Mrs. Sumathi Doraiswamy (DIN 03163043) was appointed as an Additional Director with effect from 13th February, 2016.

During the year under review Mr Suraj Kumar Sahu resigned from the Post of Company Secretary cum compliance officer of the Company on December 15, 2015 and Mr Binu Thomas was appointed as Company Secretary Cum compliance officer of the company, with effect from 15th December 2015

Mr. S.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 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 with Clause 23 of the Listing Agreement / Regulation 17 of SEBI (LODR) Regulations, 2015 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 Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement / Regulation 16 of Listing Regulations.

B. Meetings

During the year under review, the Board of Directors met 10 Times on the following dates

-13.05.2015, 30.05.2015, 10.06.2015, 11.08.2015,26.09.2015,09.10.2015,

-14.11.2015,30.12.2015,13.02.2016,23.02.2016

In accordance with the provision of the Companies act, 2013, a separate meeting of the Independent Directors of the Company was held on 21/03/2016

C. Appointment of Director

In terms of Section 152 of the Companies Act, 2013, Mrs Sumathi D Doraiswamy ( DIN- 03163043) who was appointed as an Additional Director in the capacity of a Non-Executive Independent Director commencing from February 13, 2016 Holds office up to the ensuing Annual General Meeting, Being Eligible, Mrs Sumathi D Doraiswamy offers herself 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 has recommended the appointment of Mrs Sumathi D Doraiswamy 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. S.M.Mohsin (Din No 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 Mr S.M.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 SEBI (LODR) Regulations 2015 and the Companies Act, 2013.

A detailed note on the committees of the Board of Directors are 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 Articles VII and VIII of Schedule IV of the Companies Act, 2013, the Board undertook an evaluation 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 the relevant provisions of the Listing Agreement / Listing Regulations and is aimed at improving the performance of the Board, its committees and its members

Directors’ responsibility Statement

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) 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 Clause 49 of the Listing Agreement/ Regulation 18 of Listing Regulations. The Audit Committee comprises of the following members

1. Mr. K.N. Guha ( Independent Director) -Chairman

2. Mr N.K. Malu ( Independent Dirctor )- 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 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 2015, M/s Rao & Venkatesulu (chartered Accountant firm) (Firm Registration Number 003108S) was re- appointed as the statutory Auditor of the Company for a period of 1 year in terms of Section 139 of the Companies Act, 2013 read with the companies (Audit and Auditors) Rules, 2014. The members may appoint of M/s Rao & Venkatesulu as the statutory auditors of the company for the financial year 2016-17.

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, 2016 is 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 Audit

Cost Audit is not applicable for our industry as per The Companies (Cost Records and Audit) Rules 2014.

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 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 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 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 ,the details of the activity will be showed in 2016-17 annual report.

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 205C of the companies act, 1956. The dividends pertaining to the financial year 2007-08 which were lying unclaimed with the company was transferred to the investor education and protection fund during the financial year 2015-16. 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, 2016 the company has and organizational strength of 160 Employees.( 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 Clause 49 of the Listing Agreement / Regulation 17 of the Listing Regulations, 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 2015-16 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 as management report is presented in a 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 company’s Management and Administration) Rules, 2014 the extract of the Annual Return of the Company for the financial year 2015-16 is provided in Annexure-C 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 2015-16 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

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

Date : 13.08.2016 Managing Director Jt. Managing Director

Place : Bangalore DIN-01664782 DIN- 01646948


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the company together with the Audited results for the year ended 31st March 2014.

Financial Results:

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

For the year ended For the year ended 31.03.2014 31.03.2013

Total Income 4051.37 3234.30

Total Expenditure 3704.33 2906.62

Profit Before Depreciation Interest and Tax 347.04 327.32

Less: Interest & Finance Charges 66.69 87.52

Profit before Depreciation and Tax 280.35 240.16

Less: Provision for Depreciation 109.88 101.32

Profit before Tax 170.47 138.84

Less :Provision for Tax 36.35 32.96

Deferred Tax (Liability) -14.57 -5.88

Fringe Benefit Tax 00 00

Net Profit after Tax 148.69 111.76

Add: Balance in Profit & Loss Account as pe r last Balance Sheet 3298.63 3267.38

Less:Profit Transferred to Genera. Reserves 5.00 5.00

Proposed / Interim Dividend 64.97 64.97

Dividend Tax 11.04 10.54

Balance carried forwards to Balance Sheet 3366.31 3298.63

Dividend:

Board of Directors has please to recommend a dividend of Re 1 per equity shares (10% 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 Rs 3366.31 lacs is proposed to be retained in the in the Profit & Loss Account.

2. MANAGEMENT DISCUSSION, ANALYSIS AND REVIEW

(Present in separate section of this report)

PROSPECTS

3. CORPORATE GOVERNANCE:

The disclosures as required under the Corporate Governance Reporting System have been furnished in the Annual Report under the head "Corporate Governance" and the company is complying with the various requirements under the Corporate Governance reporting system.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors'' confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. Appropriate accounting polices have been selected and applied consistently. Judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the profit of the company for the year ended 31st March 2014.

iii. Proper and sufficient care has been taken for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

5. DEPOSITORY SYSTEM (DEMAT FACILITY FOR SHARES):

The Company has established De-materialized facility of Share with NSDL/CDSL. In lines with SEBI''s circular, the company has also established common registry facility for demat and physical transfer of shares with M/s.CAMEO Corporate Services Ltd. 5th floor , No.1, Subramaniam Building, Club House Road, Chennai - 600002.

The Members/Shareholders are requested to avail this facility by forwarding their request for share transfer to the aforesaid registrar and shares transfer agents.

6. LISTING WITH STOCK EXCHANGES:

As per the requirements of clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the following Stock Exchanges and the listing fee for the year 2014- 2015 has been paid:-

Bangalore Stock Exchange Ltd., Post Box No.27024, No.51, Stock Exchange Towers, 1st Cross, J.C.Road, Bengaluru - 560 027.

Bombay Stock Exchange, Phiroze Jee Jeebhoy Towers, Dalal Street, Mumbai - 460 001.

Madras Stock Exchange Limited, exchange building, post box no 183, No30, Second Line Beach, Chennai- 600-001.

Delisting of the Company Shares is pending from Coimbatore Stock Exchange.

7. FIXED DEPOSITS:

The Company has not accepted the fixed deposits from public during the year under review.

8. HUMAN RESOURCES:

We believe that just as engineering, technical expertise and specializations are the cornerstones of our progress; human capital also constitutes another important driver to the success in our business. The Company is proud of its 80 plus personnel team comprising experienced, skilled, committed and innovative engineers and it recognizes the invaluable contribution made by each of them. There was no strike or labour unrest during the period under review. The Company has provided a congenial working environment for its employees.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217-(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Director) Rules, 1988, with respect to these matters is as under:

Conservation of Energy :

Though the Company''s operation involves low energy consumption, there is a constant endeavor to conserve energy.

Absorption of technology:

The company has an in-house R & D wing for product up gradation/development.

Foreign Exchange earnings and outgo Foreign Exchange earnings - Nil Foreign Exchange outgo - Nil

10. DIRECTORS:

In accordance with the provisions of the Companies Act 1956 and Companies Act 2013 and as per the provision of Articles of Association of the Company, the following Directors due for retirement by rotation and appointment as per new provision of Companies Act 2013 and being appointed eligible to consider for reappointment.

1. Mr S.M.Mohsin

2. Mr N.K Malu

3. Mr K N Guha

4. Mrs. Annu Kumari

5. Mr. V. Karthick

None of the Directors of the Company have incurred disqualification in terms of section 274(1)(g) of Companies Act 1956 (Section 164(1) of Companies Act 2013.)

11. AUDITORS:

M/s.Rao and Venkatesulu, Chartered Accountants, (FR No. 003108S) the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting. It is proposed to re-appoint them till the conclusion of the next Annual General Meeting. M/s.Rao and Venkatesulu have pursuant to Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014 (furnished a certificate regarding their eligibility) and given consent for re- appointment.

12. PERSONNEL:

Your Directors would like to express their sincere thanks and appreciation to all the employees for their commendable teamwork and exemplary contribution to operations and company''s performance

Information pursuant to the provisions of Section 217 (2A) of the Company Act, 1956 read with the Companies (Particulars of Employees) Rules 1975. No employee is covered under the provision.

13. APPRECIATION

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by all its employees, shareholders, banks, financial institutions and other business associates towards conducting the operations of the company.

Place: Bengaluru For and behalf of the Board of

For Alpine Housing development Corporation Limited Sd/- S A Kabeer Date: 31st May 2014 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of the company together with the Audited results for the year ended 31st March 2012.

Financial Results:

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

Rs. in Lacs

For the year For the year Particulars ended ended 31.03.2012 31.03.2011

Total Income 1949.95 1796.30

Total Expenditure 1638.49 1519.86

Profit Before Depreciation Interest and Tax 311.46 276.44

Less: Interest & Finance Charges 99.31 67.99

Profit before Depreciation and Tax 212.15 208.45

Less: Provision for Depreciation 101.98 99.70

Profit before Tax 110.17 108.74

Less : Provision for Tax 37.60 26.65

Deferred Tax (Liability) (15.61) 28.51

Fringe Benefit Tax - -

Net Profit after Tax 88.18 53.59

Add: Balance in Profit & Loss Account as per 3162.23 3108.64 last Balance Sheet

Add: Contract Profits Fluctuation reserve 16.96 0.00 transfer to Profit & Loss Account

Balance carried forwards to Balance Sheet 3267.37 3162.23

Dividend:

Board of Directors has not recommended dividend in this year.

Transfer to Reserves

We have not transferred any amount from current profit to General Reserve . An amount of 3267.37 is proposed to be retained in the Profit & Loss Account.

2. MANAGEMENT DISCUSSION, ANALYSIS AND REVIEW

(Is present in separate section of this report)

3. CORPORATE GOVERNANCE:

The disclosures as required under the Corporate Governance Reporting System have been furnished in the Annual Report under the head "Corporate Governance" and the company is complying with the various requirements under the Corporate Governance reporting system.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors' confirm that

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. Appropriate accounting polices have been selected and applied consistently. Judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the profit of the company for the year ended 31st March 2012.

iii. Proper and sufficient care has been taken for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

5. DEPOSITORY SYSTEM (DEMAT FACILITY FOR SHARES):

The Company has established De-materialized facility of Share with NSDL/ CDSL. In lines with SEBI's circular, the company has also established common registry facility for demat & physical transfer of shares with M/s. CAMEO Corporate Services Ltd. 5th floor, No.1, Subramaniam Building, Club House Road, Chennai - 600002.

The Members/ Shareholders are requested to avail this facility by forwarding their request for share transfer to the aforesaid registrar and shares transfer agents.

6. LISTING WITH STOCK EXCHANGES:

As per the requirements of clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with following Stock Exchanges & the listing fee for the year 2012-2013 has been paid:

Bangalore Stock Exchange Ltd., Post Box No.27024, No. 51, Stock Exchange Towers, 1st Cross, J. C. Road, Bengaluru - 560 027.

Mumbai Stock Exchange, Phiroze Jee Jeebhoy Towers, Dalal Street, Mumbai - 460 001.

Madras Stock Exchange Limited, Exchange Bldg, Post Box #183, No. 30, Second Line Beach, Chennai - 600001.

In Terms of Agreement MSE with NSE, pursuant to provision (i) to section 13 of the Securities Contracts (Regulations) Act 1956, the securities of your company allowed is dealing on National stock Exchange (Capital market Segment) with effect from 30th Dec 2011.

Delisting of the Company Shares is pending from Coimbatore Stock Exchange.

7. FIXED DEPOSITS:

The Company has not accepted the fixed deposits from public during the year under review.

8. HUMAN RESOURCES:

We believe that just as engineering, technical expertise and specializations are the cornerstones of our progress human capital also constitutes another important driver to the success in our business. The Company is proud of its 180 plus personnel team comprising experienced, skilled, committed and innovative engineers and it recognizes the invaluable contribution made by each of them. There was no strike or labour unrest during the period under review. The Company has provided a congenial working environment for its employees.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217-(1) (e) of Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Director) Rules, 1988, with respect to the sematters is as under:

Conservation of Energy :

Though the Company's operation involves low energy consumption, there is a constant endeavor to conserve energy.

Absorption of Technology:

The company has an in - house R & D wing for product up gradation/development.

Foreign Exchange earnings and outgo

Foreign Exchange earnings - Nil

Foreign Exchange outgo - Nil

10. DIRECTORS:

In accordance with the provisions of the Companies Act 1956 & Articles of Association of the Company, the following Director due for retirement by rotation and being eligible to consider for reappointment.

1. Mr G.H.S.Gupta

2. Mr. S.M.Mohsin

None of the Directors of Company have incurred disqualification in terms of section 274 (1) (g) of Companies Act 1956.

11. AUDITORS:

M/s.Rao and Venkatesulu, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming AGM. It is proposed to reappoint them till conclusion of the next AGM. M/s.Rao & Venkatesulu have pursuant to Section 224 1(B) of the Companies Act, 1956 furnished a certificate regarding their eligibility and given consent for re-appointment.

12. PERSONNEL:

Your Directors would like to express their sincere thanks and appreciation to all the employees for their commendable team work and exemplary contribution to operations and company's performance.

Information pursuant to the provisions of Section 217(2A) of the Company Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.No employee is covered under provision.

13. APPRECIATION

Your Board would like to place on record its sincere appreciation for wholehearted support & contribution made by all its employees shareholders, banks, financial institutions and other business associates towards conducting the operations of the company.

Place: Bengaluru For and behalf of the Board of Directors,

Date: 14th Aug. 2012

Sd/-

S.A.KABEER

Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report on the business and operations of the company together with the Audited results fortheyearended 31st March2010.

Financial Results:

Your Companys performance during the year as compared with that of duringthe previous year issummarized below:

Rs in Lacs

For the year For the year Particulars ended ended 31.03.2010 31.03.2009

Total Income 1825.89 3215.14

Total Expenditure 1457.68 2241.38

Profit Before Depreciation Interest and Tax 368.21 973.77

Less: Interest & Finance Charges 92.11 298.08

Profit before Depreciation and Tax 276.10 675.69

Less: Provision for Depreciation 99.36 99.29

Profit before Tax 176.74 576.40

Less: Provision for Tax 32.42 74.28

Deferred Tax (Liability) (38.35) 13.17

Fringe Benefit Tax - 1.08 Net Profit after Tax 182.67 487.87

Add: Balance in Profit & Loss Account

as per last Balance Sheet 2975.33 2487.47

Less: Profit Transferred to General Reserves 3.75 -

Proposed / Interim Dividend 38.98 -

Dividend Tax 6.62 -

Balance carried forwards to Balance Sheet 3108.65 2975.34

Dividend: Board of Directors are pleased to recommend for approval of the Members a Dividend of Re 0.60 per share i.e 6 % for the FY 2009-10.

Transfer to Reserves: We have transferred 3.75 Lacs amount from current profit to General Reserve. An amount of 3108.65 Lacs is proposed to be retained in the Profits Loss Account.

2. MANAGEMENT DISCUSSION, ANALYSIS AND REVIEW

The Management discussion & review under clauses 49 of the listing agreement is presented in a separate section of the annual report.

3. CORPORATE GOVERNANCE:

The disclosures as required under the Corporate Governance Reporting System have been furnished in the Annual Report under the head "Corporate Governance" and the company is complying with the various requirements under the Corporate Governance reporting system.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000the Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. Appropriate accounting polices have been selected and applied consistently. Judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2010 and of the profit of the company for the year ended 31st March 2010.

iii. Proper and sufficient care has been taken for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

5. DEPOSITORY SYSTEM (DEMAT FACILITY FOR SHARES):

The Company has established De-materialized facility of Share with NSDL/CDSL. In lines with SEBIs circular, the company has also established common registry facility for demat and physical transfer of shares with M/s.CAMEO Corporate Services Ltd. 5th floor, No.l, Subramaniam Building, Club House Road, Chennai-600002.

The Members/Shareholders are requested to avail this facility by forwarding their request for share transfer to the aforesaid registrar and shares transfer agents.

6. LISTING WITH STOCK EXCHANGES:

As per the requirements of clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the listing of its shares continued throughout the year with the following Stock Exchanges and the listing fee for the year 2009-2010 has been paid:-

Bangalore Stock Exchange Ltd., Post Box No.27024, No.51, Stock Exchange Towers, 1st Cross, J.C.Road, Bengaluru-560027.

Mumbai Stock Exchange, Phiroze Jee Jeebhoy Towers, Dalai Street, Mumbai-460001.

Madras Stock Exchange Limited, exchange building, post box no 183, No 30.Second Line Beach, Chennai-600-001.

Delisting of the Company Shares is pending from Coimbatore Stock Exchange.

7. FIXED DEPOSITS:

The Company has not accepted the fixed deposits from public during the year under review.

8. HUMAN RESOURCES:

We believe that just as engineering, technical expertise and specializations are the cornerstones of our progress; human capital also constitutes another important driver to the success in our business. The Company is proud of its 250 plus personnel team comprising experienced, skilled, committed and innovative engineers and it recognizes the invaluable contribution made by each of them. There was no strike or labour unrest during the period under review. The Company has provided a congenial working environment for its employees.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217-(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Director) Rules, 1988, with respect to these matters is as under:

Conservation of Energy:

Though the Companys operation involves low energy consumption, there is a constant endeavor to conserve energy

Absorption oftechnology:

The company has an in-house R&D wing for product up gradation/development.

Foreign Exchange earnings and outgo

Foreign Exchange earnings -Nil

Foreign Exchange outgo -Nil

10. DIRECTORS:

In accordance with the provisions of the Companies Act 1956 and the Articles of Association of the Company, the following Director due for retirement by rotation and being eligible to considerfor reappointment.

1. Mr MKRamachandra

2. Mr.N.K.Malu

None of the Directors of the Company have incurred disqualification in terms of section 274(l)(g) of Companies Act 1956.

11.AUDITORS:

M/s.Rao and Venkatesulu, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting. It is proposed to reappoint them till the conclusion of the next Annual General Meeting. M/s.Rao and Venkatesulu have pursuant to Section 224 1(B) of the Companies Act, 1956 furnished a certificate regarding their eligibility and given consent for re-appointment.

12. PERSONNEL:

Your Directors would like to express their sincere thanks and appreciation to all the employees for their commendable teamwork and exemplary contribution to operations and companys performance Information pursuant to the provisions of Section 217 (2A) of the Company Act, 1956 read with the Companies (Particulars of Employees) Rules 1975. No employee is covered under the provision.

13. APPRECIATION

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by all its employees, shareholders, banks, financial institutions and other business associates towards conducting the operations of the company.

For and behalf of the Board of Directors,

Sd/-

Place: Bengaluru S.A.KABEER

Date: 29th May 2010 Chairman & Managing Director


Mar 31, 2001

1. The directors hereby present the 8th annua! report together with the audited statements of accounts for the financial period ended 31st March 2001. We are pleased to report that the company has earned a net profit of Rs.8,88,672/- in this year as compared with Rs.5,50,621/-.

2. REVIEW OF PERFORMANCE

Unfortunately, still the housing sector has not shown much of improvement. As we have lot of real estate and also developed area in our stock, the movement in real estate market improves we shall be having substantial improvement in our working.

With regard to the Railway project the lifting of finished product was slow by Indian Railways in this year. This situation has improved in early 2001-2002.

We are pleased to inform you that we have participated in another major Railway tender for manufacture of normal sleepers and we are being considered by the Ministry of Railways for placing of orders for normal sleepers.

Further, we are pleased to inform you that we have started the process to Demat the share of the company.

3. DIVIDEND

Your directors regret their inability to recommend dividend for the period under review.

4. CORPORATE GOVERNANCE

The Corporate Governance code introduced by SEBI / Stock Exchanges is applicable for your company during the financial year 2001 -02. Your company has initiated the process of complying with certain recommendations in 2000-2001 and it is taking steps to comply with mandatory provisions well before the schedule date of implementation on or before 31.03.2002.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2001 and of the profit of the company for the period ended 31 st March, 2001.

3. Proper and sufficient care has been taken for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

6. DEPOSITORY SYSTEM

Pursuant to the directions of the Securities and Exchange Board of India effective from 1 st April, 2001 trading in the Companys scrips in dematerialized form has been made compulsory for all investors. Dematerialized form of trading would facilitate quick transfers and save stamp duty on transfer of shares. However, members are free to keep the shares in physical form or to hold the shares with a Depository Participant in demat form. The Shares once dematerialized can also be rematerialized at anytime. Your company has entered into agreements with Central Depository Services (India) Ltd., (CDCL) and National Securities Depository Ltd., (NSDL) to enable the shareholders to hold shares in dematerialized form.

7. LISTING WITH STOCK EXCHANGES

As per the requirements of clause 49 of the listing agreement with Stock Exchanges, the company

hereby declare that the listing of its shares continued throughout the year with the following Stock Exchange and the listing fee for the year 2000 - 2001 i.e., upto 31st March, 2001 stands paid:

1. Bangalore Stock Exchange Ltd., Post Box No.27024, No.51, Stock Exchange Towers, 1 st Cross, J.C.Road, Bangalore - 560 027.

2. The Stock Exchange, Mumbai, Phiroze Jee Jeebhoy Towers, Dalai Street, Mumbai - 400 001.

8. FIXED DEPOSITS

The company has not accepted the fixed deposits during the period under revieve

9. HUMAN RESOURCE

Your company places utmost value in the development and training of its human resources and providing a congenial environment for working of its employees.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988, with respect to these matters is as under:

A. Conservation of energy.

Though the Companys operation involve low energy consumption, there is a constant endeavour to conserve energy.

B. Absorption of technology.

The Company has an in-house R&D wing for product upgradation / development.

C. Foreign Exchange earnings and outgo Foreign Exchange earnings - Nil Foreign Exchange outgo - Nil

11. PARTICULARS OF EMPLOYEES

Information in terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the

Companies (Particulars of Employees) Rules 1975. No employee is covered under this provision.

12. DIRECTORS

In accordance with the provisions of the Companies Act and the Articles of Association of the Company Mr.Syed Mohammed Mohsin and Mr.S.A.Rahaman retire by rotation and being eligible offer themselves for reappointment.

Mr.Syed Mohammed Mohsin is an B.Com graduate aged about 38 years with over several years of rich industrial experience.

Mr.S.A.Rahaman is an B.Com graduate aged about 36 years with over 10 years of experience in property development.

13. AUDITORS

M/s.Rao and Venkatesulu, Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting. It is proposed to reappoint them till the conclusion of next Annual General Meeting. M/s.Rao and Venkatesulu have pursuant to Section 224 of the Companies Act, 1956 furnished a certificate regarding their eligibility for re-appointment.

13. APPRECIATION

Your Board would like to place on record its sincere appreciation for the whole hearted support and contribution made by all its employees, shareholders, banks, financial institutions and other business associates towards conducting the operations of the company.

By order of the Board,

Sd/- S.A.KABEER Chairman & Managing Director

Place: Bangalore Date : 1 st September 2001.


Mar 31, 2000

The Directors have pleasure in presenting Annual Report for the year ended 31st March, 2000. We are pleased to report to you that we are out of the prob- lems which we faced, due to recession in Real Estate Market. This has been achieved because of our decision to diversify into two other areas. One was setting up of factory to manufacture sleepers and the other to go into construction of bridges.

Our factory in wadi which is manufacturing and supplying Railway Sleepers to Indian Railways is doing well. It has gone into commercial production. Also our diversification of going for construction of bridges has added to our positive turn around.

Our sales have gone up by 200% from Rs.2.48 crores to Rs.7.68 crores.

Last year we incurred a net loss of Rs.22.40 lakhs and this year we gave earned a profit of Rs.8.00 lakhs before taxes and Rs.5.50 lakhs after taxes and pre- vious year adjustments.

We have earned a profit, though our main activity of housing was still in a very bad shape in the year 1999 - 2000.

Slowly the housing sector is showing positive signs and we are confident that the Real Estate market will do good and thereby our Real Estate development division will also add to the figures of our bottom line.

DIRECTORS :

In accordance with the provisions of the Companies Act and the Articles of Association of the Company Mr. M.K.Ramachandra and Mr. G.H.S.Gupta retire by rotation and being eligible offer themselves for reap- pointment.

AUDITORS

M/s. Rao and Venkatesulu, Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting. It is pro posed to reappoint them till the conclusion of next Annual General meeting. M/s.Rao and Venkatesulu have pursuant to Section 224 of the Companies Act, 1956 furnished a certificate regarding their eligibility for reappointment.

ADDITIONAL INFORMATION AS REQUIRED UNDER SECTION 217 (e) OF THE COMPANIES ACT 1956 :

a) Conservation of energy the company is not a major consumer of energy.

b) Foreign Exchange out goings and earnings:

Foreign Exchange earnings from Export of Granite Blocks - Nil

Foreign Exchange out goings - Nil

PARTICULARS OF EMPLOYEES :

In pursuance of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the Directors are to report that no employees was in receipt of remuneration of Rs.6,00,000 or more per annum or 50,000 per month where employed for a part of the year.

DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58 (A) of the Companies Act. 1956 and the rules made thereunder.

Y2K Compliance : The Company has a smooth trans action and do not have any problem in change over. The cost to the company is not very high.

ACKNOWLEDGMENT :

Your Directors wish to place on record their appreciation to the employees of the Company for their perseverance and dedication.

By order of the Board

Sd/- S.A.KABEER Chairman & Managing Director

Place : Bangalore Date : 4th September 2000

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